Statement of Changes in Beneficial Ownership (4)
20 November 2019 - 10:26AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Beneducci Joseph J |
2. Issuer Name and Ticker or Trading Symbol
ProSight Global, Inc.
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PROS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Executive Chairman |
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(Last)
(First)
(Middle)
412 MT. KEMBLE AVENUE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2019 |
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(Street)
MORRISTOWN, NJ 07960
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/15/2019 | | M | | 37791 | A | (1) | 67893 | D | |
| Common Stock (2) | 11/15/2019 | | F | | 19329 | D | $16.84 | 48564 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units | (1) | 11/15/2019 | | M | | | 37791 | (3) | (3) | Common Stock | 37791 | (3) | 66415 | D | |
| Explanation of Responses: |
| (1) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of ProSight Global, Inc. ("PGI") upon settlement for no consideration. This transaction represents the settlement of RSUs in shares of common stock of PGI. |
| (2) | Shares withheld by PGI to satisfy tax withholding requirements on settlement of RSUs. No shares were sold. |
| (3) | Represents vested RSUs initially granted under ProSight Global Holdings Limited's ("PGHL") 2010 Equity Incentive Plan (the "2010 Plan") that were exchanged for vested RSUs over shares of PGI's common stock in connection with the merger of PGHL with and into its wholly owned subsidiary, PGI, which was consummated in connection with PGI's initial public offering. RSUs are settled on the earliest to occur of the grantee's death or disability, termination of service to PGI, a "change of control" (as defined in the 2010 Plan) that constitutes a "change in control event" pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, or the fifth anniversary of the grant date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Beneducci Joseph J
412 MT. KEMBLE AVENUE, SUITE 300
MORRISTOWN, NJ 07960 | X |
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| Executive Chairman |
Signatures
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| /s/ Frank D. Papalia (Attorney-in-Fact) | | 11/19/2019 |
| **Signature of Reporting Person | Date |
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