| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 07/30/2021 |
3. Issuer Name and Ticker or Trading Symbol
CCC Intelligent Solutions Holdings Inc. [ CCCS ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 273,339,593(1) | I | See notes(3)(8) |
| Common Stock | 8,645,086(1) | I | See notes(4)(8) |
| Common Stock | 90,650,165(1) | I | See notes(5)(8) |
| Common Stock | 500,000(2) | I | See notes(6)(8) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Earnout Shares | (7) | (7) | Common Stock | 7,275,914 | (7) | I | See notes(3)(8) |
| Earnout Shares | (7) | (7) | Common Stock | 230,119 | (7) | I | See notes(4)(8) |
| Earnout Shares | (7) | (7) | Common Stock | 2,412,979 | (7) | I | See notes(5)(8) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. See Exhibit 99.1 for text of footnote (1). |
| 2. See Exhibit 99.1 for text of footnote (2). |
| 3. See Exhibit 99.1 for text of footnote (3). |
| 4. See Exhibit 99.1 for text of footnote (4). |
| 5. See Exhibit 99.1 for text of footnote (5). |
| 6. See Exhibit 99.1 for text of footnote (6). |
| 7. See Exhibit 99.1 for text of footnote (7). |
| 8. See Exhibit 99.1 for text of footnote (8). |
| Remarks: |
| Effective immediately after the Effective Time, each of Christopher Egan, a Managing Partner of Advent, Eric Wei, a Managing Director of Advent, and Lauren Young, a Managing Director of Advent (collectively, the "Advent Directors"), were appointed to the board of directors of the Issuer, and have been deputized to represent the Reporting Persons on the board of directors. By virtue of the Advent Directors' representation, for purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons may be deemed directors by deputization of the Issuer. The Advent Directors have filed separate Section 16 reports disclosing securities of the Issuer that they may be deemed to beneficially own for Section 16 purposes. Exhibit 99.1 (Footnotes to Form 3) and Exhibit 99.2 (Signatures and Joint Filer Information) are incorporated by reference. Form 1 of 2: This Form 3 is the first of two Forms 3 being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer Advent International Corporation. |
| ADVENT INTERNATIONAL CORPORATION, By: /s/ Neil Crawford, Title: Director, Fund Administration | 08/09/2021 | |
| ** 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 5 (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. | ||
Exhibit 99.1
Footnotes to Form 3
|
(1)
|
On July 30, 2021 (the “Effective Time”), the Issuer, formerly known as Dragoneer Growth Opportunities Corp., acquired Cypress Holdings, Inc. (“CCC”) pursuant to a
Business Combination Agreement by and among the Issuer, Chariot Opportunity Merger Sub, Inc., and CCC (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, at the Effective Time, the outstanding shares of
Common Stock of CCC held by the Reporting Persons were converted into the right to receive shares of the Issuer’s Common Stock.
|
|
(2)
|
|
(3)
|
Represents securities held directly by Cypress Investor Holdings, L.P. (“Cypress Investor”). Cypress Investment GP, LLC (“Cypress GP”) is the general partner of
Cypress Investor. Advent International Corporation (“Advent”) is the managing member of Cypress GP. Cypress Investor is beneficially owned by Advent
International GPE VIII Limited Partnership (“Advent International VIII”), Advent International GPE VIII-A Limited Partnership (“Advent International VIII-A”), Advent International GPE VIII-B-1 Limited Partnership (“Advent International
VIII-B-1”), Advent International GPE VIII-B-2 Limited Partnership (“Advent International VIII-B-2”), Advent International GPE VIII-B-3 Limited Partnership (“Advent International VIII-B-3”), Advent International GPE VIII-B Limited
Partnership (“Advent International VIII-B”), Advent International GPE VIII-D Limited Partnership (“Advent International VIII-D”), Advent International GPE VIII-E Limited Partnership (“Advent International VIII-E”), Advent International
GPE VIII-F Limited Partnership (“Advent International VIII-F”), Advent International GPE VIII-G Limited Partnership (“Advent International VIII-G”), Advent International GPE VIII-H Limited Partnership (“Advent International VIII-H”),
Advent International GPE VIII-I Limited Partnership (“Advent International VIII-I”), Advent International GPE VIII-J Limited Partnership (“Advent International VIII-J” and together with Advent International VIII, Advent International
VIII-B-1, Advent International VIII-B-2, Advent International VIII-B-3, Advent International VIII-B, Advent International VIII-D, Advent International VIII-F, Advent International VIII-H and Advent International VIII-I, the “Advent
Luxembourg Funds”), Advent International GPE VIII-K Limited Partnership (“Advent International VIII-K”), Advent International GPE VIII-L Limited Partnership (“Advent International VIII-L” and together with Advent International VIII-A,
Advent International VIII-E, Advent International VIII-G and Advent International VIII-K, the “Advent Cayman Funds”), Advent Partners GPE VIII Limited Partnership (“Advent Partners VIII”), Advent Partners GPE VIII-A Limited Partnership
(“Advent Partners VIII-A”), Advent Partners GPE VIII Cayman Limited Partnership (“Advent Partners VIII Cayman”), Advent Partners GPE VIII-A Cayman Limited Partnership (“Advent Partners VIII-A Cayman”) and Advent Partners GPE VIII-B
Cayman Limited Partnership (“Advent Partners VIII-B Cayman” and together with Advent Partners VIII, Advent Partners VIII-A, Advent Partners VIII Cayman and Advent Partners VIII-A Cayman, the “Advent Partners Funds”). The Advent
Luxembourg Funds, the Advent Cayman Funds and the Advent Partners Funds have ownership interests in Cypress Investor, but none of the Advent Luxembourg Funds, the Advent Cayman Funds or the Advent Partners Funds has voting or dispositive
power over any shares.
|
|
(4)
|
Represents securities held directly by Advent International GPE VIII-C Limited Partnership (“Advent International VIII-C”). GPE VIII GP S.a.r.l
(“Advent GP Luxembourg”) is the general partner of Advent International VIII-C. Advent International GPE VIII, LLC (“Advent Top GP”) is the manager of Advent GP Luxembourg. Advent is the manager of Advent Top GP.
|
|
(6)
|
Cypress Investor, Advent International VIII-C and GPE
VIII CCC Co-Investment have the contingent right to receive an aggregate of 9,919,012 shares of Common Stock (the “Earnout Shares”) at the earlier to occur of (a) the first date on which the last reported closing price of the Issuer's shares has been greater than or equal to $15.00 per share (as adjusted for share subdivisions, share
capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) day trading days within any thirty (30) consecutive trading day period commencing after July 30, 2021 or (b) a change of control of the Issuer, in
each case if such event occurs within ten (10) years after July 30, 2021.
|
Exhibit 99.2
Joint Filer Information
|
Name of Joint Filer:
|
Cypress Investment GP, LLC
|
|
Address of Joint Filer:
|
c/o Advent International Corporation
|
|
Prudential Tower, 800 Boylston Street, Suite 3300
|
|
|
Boston, MA 02199-8069
|
|
|
Relationship of Joint Filer to Issuer:
|
10% Owner, Director
|
|
Issuer Name and Ticker or Trading Symbol:
|
CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
|
Date of Event Requiring Statement
|
(Month/Day/Year):
|
July 30, 2021
|
|
Designated Filer:
|
Advent International Corporation
|
Signature:
CYPRESS INVESTMENT GP, LLC
By: Advent International Corporation, its Managing Member
|
By: /s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
August 9, 2021
Date
Joint Filer Information
|
Name of Joint Filer:
|
Advent International GPE VIII-C Limited Partnership
|
|
Address of Joint Filer:
|
c/o Advent International Corporation
|
|
Prudential Tower, 800 Boylston Street, Suite 3300
|
|
|
Boston, MA 02199-8069
|
|
|
Relationship of Joint Filer to Issuer:
|
10% Owner, Director
|
|
Issuer Name and Ticker or Trading Symbol:
|
CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
|
Date of Event Requiring Statement
|
(Month/Day/Year):
|
July 30, 2021
|
|
Designated Filer:
|
Advent International Corporation
|
Signature:
|
ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP
|
||
|
By: GPE VIII GP S.à r.l., its General Partner
|
||
|
By: Advent International GPE VIII, LLC, its Manager
|
/s/ Justin Nuccio
|
|
|
By: Advent International Corporation, its Manager
|
Justin Nuccio, Manager
|
|
By: /s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
August 9, 2021
Date
Joint Filer Information
|
Name of Joint Filer:
|
GPE VIII GP S.à r.l.
|
|
Address of Joint Filer:
|
c/o Advent International Corporation
|
|
Prudential Tower, 800 Boylston Street, Suite 3300
|
|
|
Boston, MA 02199-8069
|
|
|
Relationship of Joint Filer to Issuer:
|
10% Owner, Director
|
|
Issuer Name and Ticker or Trading Symbol:
|
CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
|
Date of Event Requiring Statement
|
(Month/Day/Year):
|
July 30, 2021
|
|
Designated Filer:
|
Advent International Corporation
|
Signature:
|
GPE VIII GP S.à r.l.
|
||
|
By: Advent International GPE VIII, LLC, its Manager
|
/s/ Justin Nuccio
|
|
|
By: Advent International Corporation, its Manager
|
Justin Nuccio, Manager
|
|
By: /s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
August 9, 2021
Date
Joint Filer Information
|
Name of Joint Filer:
|
GPE VIII CCC Co-Investment (Delaware) Limited Partnership
|
|
Address of Joint Filer:
|
c/o Advent International Corporation
|
|
Prudential Tower, 800 Boylston Street, Suite 3300
|
|
|
Boston, MA 02199-8069
|
|
|
Relationship of Joint Filer to Issuer:
|
10% Owner, Director
|
|
Issuer Name and Ticker or Trading Symbol:
|
CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
|
Date of Event Requiring Statement
|
(Month/Day/Year):
|
July 30, 2021
|
|
Designated Filer:
|
Advent International Corporation
|
Signature:
GPE VIII CCC CO-INVESTMENT (DELAWARE) LIMITED PARTNERSHIP
By: GPE VIII GP Limited Partnership, its General Partner
By: Advent International GPE VIII, LLC, its General Partner
By: Advent International Corporation, its Manager
|
By: /s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
August 9, 2021
Date
Joint Filer Information
|
Name of Joint Filer:
|
GPE VIII GP Limited Partnership
|
|
Address of Joint Filer:
|
c/o Advent International Corporation
|
|
Prudential Tower, 800 Boylston Street, Suite 3300
|
|
|
Boston, MA 02199-8069
|
|
|
Relationship of Joint Filer to Issuer:
|
10% Owner, Director
|
|
Issuer Name and Ticker or Trading Symbol:
|
CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
|
Date of Event Requiring Statement
|
(Month/Day/Year):
|
July 30, 2021
|
|
Designated Filer:
|
Advent International Corporation
|
Signature:
GPE VIII GP LIMITED PARTNERSHIP
By: Advent International GPE VIII, LLC, its General Partner
By: Advent International Corporation, its Manager
|
By: /s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
August 9, 2021
Date
Joint Filer Information
|
Name of Joint Filer:
|
Advent International GPE VIII, LLC
|
|
Address of Joint Filer:
|
c/o Advent International Corporation
|
|
Prudential Tower, 800 Boylston Street, Suite 3300
|
|
|
Boston, MA 02199-8069
|
|
|
Relationship of Joint Filer to Issuer:
|
10% Owner, Director
|
|
Issuer Name and Ticker or Trading Symbol:
|
CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
|
Date of Event Requiring Statement
|
(Month/Day/Year):
|
July 30, 2021
|
|
Designated Filer:
|
Advent International Corporation
|
Signature:
ADVENT INTERNATIONAL GPE VIII, LLC
By: Advent International Corporation, its Manager
|
By: /s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
August 9, 2021
Date
Joint Filer Information
|
Name of Joint Filer:
|
Sunley House Capital Master Fund Limited Partnership
|
|
Address of Joint Filer:
|
c/o Advent International Corporation
|
|
Prudential Tower, 800 Boylston Street, Suite 3300
|
|
|
Boston, MA 02199-8069
|
|
|
Relationship of Joint Filer to Issuer:
|
10% Owner, Director
|
|
Issuer Name and Ticker or Trading Symbol:
|
CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
|
Date of Event Requiring Statement
|
(Month/Day/Year):
|
July 30, 2021
|
|
Designated Filer:
|
Advent International Corporation
|
Signature:
SUNLEY HOUSE CAPITAL MASTER FUND LIMITED PARTNERSHIP
By: Sunley House Captial GP LP, its General Partner
By: Sunley House Capital GP LLC, its General Partner
By: Advent International Corporation, its Manager
|
By: /s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
August 9, 2021
Date
Joint Filer Information
|
Name of Joint Filer:
|
Sunley House Capital GP LLC
|
|
Address of Joint Filer:
|
c/o Advent International Corporation
|
|
Prudential Tower, 800 Boylston Street, Suite 3300
|
|
|
Boston, MA 02199-8069
|
|
|
Relationship of Joint Filer to Issuer:
|
10% Owner, Director
|
|
Issuer Name and Ticker or Trading Symbol:
|
CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
|
Date of Event Requiring Statement
|
(Month/Day/Year):
|
July 30, 2021
|
|
Designated Filer:
|
Advent International Corporation
|
Signature:
SUNLEY HOUSE CAPITAL GP LLC
By: Advent International Corporation, its Manager
|
By: /s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
August 9, 2021
Date
Joint Filer Information
|
Name of Joint Filer:
|
Sunley House Capital Management LLC
|
|
Address of Joint Filer:
|
c/o Advent International Corporation
|
|
Prudential Tower, 800 Boylston Street, Suite 3300
|
|
|
Boston, MA 02199-8069
|
|
|
Relationship of Joint Filer to Issuer:
|
10% Owner, Director
|
|
Issuer Name and Ticker or Trading Symbol:
|
CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
|
Date of Event Requiring Statement
|
(Month/Day/Year):
|
July 30, 2021
|
|
Designated Filer:
|
Advent International Corporation
|
Signature:
SUNLEY HOUSE CAPITAL MANAGEMENT LLC
By: Advent International Corporation, its Manager
|
By: /s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
August 9, 2021
Date