SEC Filing | CCC Intelligent Solutions

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SEC FORM 3 SEC Form 3

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

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1. Name and Address of Reporting Person^*

GOODSON JOHN PAGE

(Last)

(First)

(Middle)

C/O CCC INTELLIGENT SOLUTIONS HOLDINGS

222 MERCHANDISE MART PLAZA, SUITE 900

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Technology Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)⁽¹⁾	⁽²⁾⁽³⁾	09/24/2030	Common Stock	255,413	4.05	D
Stock Option (right to buy)⁽¹⁾	⁽²⁾⁽⁴⁾	09/24/2030	Common Stock	255,413	4.05	D
Earn-out Shares⁽¹⁾	⁽⁵⁾	07/31/2031	Common Stock	⁽⁵⁾	0.00	D

Explanation of Responses:

1. The Reporting Person acquired the reported securities on July 30, 2021, in respect of common stock of Cypress Holdings, Inc., which CCC Intelligent Solutions Holdings Inc. (the "Issuer") acquired by merger on July 30, 2021 (the "Merger").

2. In connection with the Merger and pursuant to the business combination agreement, the reporting person received stock options of the Issuer ("Options") on July 30, 2021 in respect of stock options of Cypress Holdings, Inc. ("Cypress Options") which were (i) scheduled to service vest 20% annually on the each of the first through the fifth anniversaries of the vesting commencement date (the "Service Vesting Schedule") or (ii) were subject to performance vesting, provided that all performance vesting conditions were deemed fully satisfied in connection with the Merger.

3. The Options were granted subject to the Service Vesting Schedule based on a vesting commencement date of August 31, 2020 that applied with respect to the applicable Cypress Options.

4. The Options were fully vested upon grant.

5. Pursuant to the business combination agreement, the Reporting Person will receive, subject to satisfaction of specified service vesting requirements, shares of Common Stock of the Issuer 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

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kevin Kane as Attorney-in-Fact for John Goodson	08/19/2021
	** 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.

                                August 11, 2021

                               POWER OF ATTORNEY

                      FOR SECTION 16 REPORTING OBLIGATIONS

       KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Kevin Kane and Charles Vos, signing singly, the undersigned's
true and lawful attorney-in-fact to: (i) execute for and on behalf of the
undersigned, in the undersigned's capacity as an officer and/or director and/or
owner of greater than 10% of the outstanding shares of common stock of CCC
Intelligent Solutions Inc., a Delaware corporation (the "Company"), Forms 3, 4
and 5 (including any amendments, supplements or exhibits thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder; (ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and exec ute any
such Form 3, 4 or 5 (including any amendments, supplements or exhibits thereto)
and timely file such form with the United States Securities and Exchange
Commission (the "SEC") and any stock exchange or similar authority, including
the New York Stock Exchange, and including without limitation the fili ng of a
Form ID or any other documents necessary or appropriate to enable the
undersigned to file the Form 3, 4 and 5 electronically with the SEC; (iii) seek
or obtain, as the undersigned's representative and on the undersigned's behalf,
information on transactions in the Company's securities from any third party,
including brokers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such information to
each of the undersigned's attorneys-in- fact appointed by this Power of Attorney
and ratifies any such release of information; and (iv) take any other action of
any type whatsoever in connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such attorn
ey-in- fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The under signed acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of date first written above.

                                                Signed and acknowledged:

                                                /s/ John Goodson
                                                ----------------------
                                                John Goodson