4//SEC Filing
Beneducci Joseph J 4
Accession 0001144204-19-036316
CIK 0001634038other
Filed
Jul 25, 8:00 PM ET
Accepted
Jul 26, 6:43 PM ET
Size
11.1 KB
Accession
0001144204-19-036316
Insider Transaction Report
Form 4
Beneducci Joseph J
DirectorOther
Transactions
- Award
Restricted Stock Units
2019-07-24+104,206→ 104,206 total→ Common Stock (104,206 underlying) - Other
Common Stock
2019-07-24+30,102→ 30,102 total - Award
Restricted Stock Units
2019-07-24+64,600→ 64,600 total→ Common Stock (64,600 underlying)
Footnotes (4)
- [F1]Received in connection with the merger of ProSight Global Holdings Limited ("PGHL") with and into its wholly-owned subsidiary, ProSight Global, Inc. ("PGI"), which was consummated in connection with PGI's initial public offering (the "Reorganization"), in exchange for equity interests in PGHL. As a result of the Reorganization, the separate existence of PGHL ceased, and PGI, as the surviving entity, continued its corporate existence under the laws of the State of Delaware.
- [F2]Represents 168,089 shares of common stock of PGI offset by 137,987 shares of common stock of PGI pursuant to that certain Transition and Separation Agreement, dated May 3, 2019, between PGI and the Reporting Person.
- [F3]Represents vested restricted stock units ("RSUs") initially granted under PGHL's 2010 Equity Incentive Plan (the "2010 Plan") that were exchanged for vested RSUs over shares of PGI's common stock in the Reorganization. RSUs are settled on the earliest to occur of the grantee's death or disability, termination of service to PSI, 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. Each RSU represents a contingent right to receive one share of PGI's common stock.
- [F4]Represents unvested RSUs initially granted on March 7, 2016 under the 2010 Plan that were exchanged for unvested RSUs over shares of PGI's common stock in the Reorganization. The RSUs will vest upon the consummation of a transaction in which PGI's principal stockholders dispose of at least 80% of their shares, provided that the principal stockholders receive a certain minimum net internal rate of return and net multiple of invested capital in that transaction and subject to the Reporting Person's continued employment. Each RSU represents a contingent right to receive one share of PGI's common stock.
Documents
Issuer
ProSight Global, Inc.
CIK 0001634038
Entity typeother
Related Parties
1- filerCIK 0001782929
Filing Metadata
- Form type
- 4
- Filed
- Jul 25, 8:00 PM ET
- Accepted
- Jul 26, 6:43 PM ET
- Size
- 11.1 KB