| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CCC Intelligent Solutions Holdings Inc. [ CCCS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/29/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A ordinary shares | 07/29/2021 | 07/29/2021 | A(1) | 15,000,000 | A | (1) | 15,000,000 | I(2) | See footnotes | |
| Class B ordinary shares | 07/29/2021 | 07/29/2021 | J | 214,284 | D | (3) | 16,660,716 | I(2) | See footnotes | |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Warrants | (1) | 07/28/2021 | A(1) | 3,000,000 | (1) | (1) | Class A ordinary shares | 3,000,000 | (1) | 3,000,000 | I(2) | See footnotes | |||
| Warrants | (3) | 07/28/2021 | A(4) | 15,800,000 | (1) | (1) | Class A ordinary shares | 15,800,000 | (3) | 18,800,000 | I(4) | See footnotes | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. In connection with the consummation of the transactions contemplated by the Issuer's Forward Purchase Agreement dated August 12, 2021, by and between Dragoneer Growth Opportunities Corp. ("Dragoneer") and Dragoneer Funding LLC ("Dragoneer Funding") (the "FPA"), Dragoneer Funding purchased 15,000,000 Units from Dragoneer at a price of $10.00 per Unit and assigned them to Dragoneer Funding I LLC ("Dragoneer Funding I"), an affiliate of Dragoneer Funding. Each Unit comprised of one Class A ordinary share of Dragoneer, par value $0.0001 per share, and one-fifth of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. |
| 2. The ultimate managing member of Dragoneer Funding I is controlled by Marc Stad. Mr. Stad disclaims beneficial ownership over the securities reported herein, except to the extent of his pecuniary interest therein. |
| 3. The Class B Ordinary Shares were assigned, without additional consideration, to funds advised by Willett Investment Advisors LLC pursuant to the terms of an agreement entered into with Willett Advisors LLC in connection with Dragoneer's initial public offering. |
| 4. In connection with the consummation of the transactions contemplated by the Issuer's Private Placement Warrants Purchase Agreement, dated August 13, 2020, by and between Dragoneer and Dragoneer Growth Opportunities Holdings (the "Sponsor"), on such date the Sponsor purchased 15,800,000 warrants from Dragoneer at a price of $1.00 per warrant. Each warrant entitles the holder to purchase one Class A ordinary share of Dragoneer at an exercise price of $11.50 per share, subject to adjustment. Such warrants were subsequently transferred to Dragoneer Funding I. Marc Stad is the managing member and shares voting and dispositive power over and may be deemed to beneficially own such shares. Marc Stad disclaims beneficial ownership over any securities owned by Dragoneer Funding I other than to the extent of any pecuniary interest he may have therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities |
| Remarks: |
| This "Exit" Form 4 is voluntarily filed to report that the Marc Stad is no longer serving in the role as the Company's director and chief executive officer, effective as of July 30, 2021, and therefore is no longer subject to Section 16 reporting. Mr. Stad did not have any other transactions in the Issuer's securities during the time that he was a Section 16 reporting person other than those previously disclosed in Initial Statement of Beneficial Ownership of Securities on Form 3, filed on August 13, 2020. Director and Chief Executive Officer |
| Marc Stad, /s/ Pat Robertson, Attorney-in-Fact Marc Stad | 08/02/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||