| 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) 04/11/2022 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 04/11/2022 | S(1) | 12,841,354 | D | $9.28 | 260,498,239 | I | See Notes(2)(6) | ||
| Common Stock | 04/11/2022 | S(1) | 406,142 | D | $9.28 | 8,238,944 | I | See Notes(3)(6) | ||
| Common Stock | 04/11/2022 | S(1) | 4,258,699 | D | $9.28 | 86,391,466 | I | See Notes(4)(6) | ||
| Common Stock | 500,000 | I | See Notes(5)(6) | |||||||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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. 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). |
| Remarks: |
| 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"), each serve on 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 4) and Exhibit 99.2 (Signatures and Joint Filer Information) are incorporated by reference. |
| ADVENT INTERNATIONAL CORPORATION, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Director, Fund Administration | 04/13/2022 | |
| ** 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. | ||
Exhibit 99.1
Footnotes to Form 4
(1) The shares of Common Stock were sold in connection with a public offering of the Common Stock of the Issuer pursuant to the prospectus supplement dated April 6, 2022, and accompanying
registration statement on Form S-1 (File No. 333-259142). The shares were sold at a price per share equal to the public offering price, net of underwriting discounts and commissions.
(2) 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.
(3) 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.
(4) Represents securities held directly by GPE VIII CCC Co-Investment (Delaware) Limited
Partnership (“GPE VIII CCC Co-Investment”). GPE VIII GP Limited Partnership (“Advent GP Cayman”) is the general partner of GPE VIII CCC Co-Investment. Advent Top GP is the general partner of Advent GP Cayman. Advent is the manager of Advent Top GP.
(5) Represents securities held by Sunley House Capital Master Fund Limited
Partnership (“Sunley House Master Fund”). Sunley House Capital GP LP (“Sunley House GP LP”) is the general partner of Sunley House Master Fund, and Sunley House Capital Management LLC (“Sunley House Manager”) acts as investment manager to Sunley
House Master Fund. Sunley House Capital GP LLC (“Sunley House GP LLC”) is the general partner of Sunley House GP LP. Advent is the sole member of both Sunley House GP LLC and Sunley House Manager.
Investors in the Sunley House Master Fund invest in one or more of the following feeder funds: Sunley House Capital Fund LP, Sunley House Capital Limited Partnership, Sunley House Capital Fund Ltd. and Sunley House Capital Ltd. (collectively, the
“Sunley House Feeder Funds”), which are the limited partners of the Sunley House Master Fund. The Sunley House Feeder Funds have ownership interests in the Sunley House Master Fund, but none of the Sunley House Feeder Funds owns shares of Common
Stock directly and none has voting or dispositive power over the shares of Common Stock held directly by the Sunley House Master Fund.
(6) Each Reporting Person disclaims Section 16 beneficial ownership of the shares
reported herein except to the extent of its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or
any other purpose.
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Cypress Investor Holdings, L.P.
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Address of Joint Filer:
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c/o Advent International Corporation
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Prudential Tower, 800 Boylston Street, Suite 3300
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Boston, MA 02199-8069
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Relationship of Joint Filer to Issuer:
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10% Owner, Director
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Issuer Name and Ticker or Trading Symbol:
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CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
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Date of Earliest Transaction
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(Month/Day/Year):
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April 11, 2022
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Designated Filer:
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Advent International Corporation
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Signature:
CYPRESS INVESTOR HOLDINGS, L.P.
By: Cypress Investment GP, LLC, its General Partner
By: Advent International Corporation, its Managing Member
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By: /s/ Neil Crawford
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Name: Neil Crawford
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Title: Director, Fund Administration
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April 13, 2022
Date
Joint Filer Information
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Name of Joint Filer:
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Cypress Investment GP, LLC
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Address of Joint Filer:
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c/o Advent International Corporation
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Prudential Tower, 800 Boylston Street, Suite 3300
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Boston, MA 02199-8069
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Relationship of Joint Filer to Issuer:
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10% Owner, Director
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Issuer Name and Ticker or Trading Symbol:
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CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
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Date of Earliest Transaction
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(Month/Day/Year):
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April 11, 2022
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Designated Filer:
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Advent International Corporation
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Signature:
CYPRESS INVESTMENT GP, LLC
By: Advent International Corporation, its Managing Member
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By: /s/ Neil Crawford
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Name: Neil Crawford
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Title: Director, Fund Administration
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April 13, 2022
Date
Joint Filer Information
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Name of Joint Filer:
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Advent International GPE VIII-C Limited Partnership
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Address of Joint Filer:
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c/o Advent International Corporation
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Prudential Tower, 800 Boylston Street, Suite 3300
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Boston, MA 02199-8069
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Relationship of Joint Filer to Issuer:
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10% Owner, Director
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Issuer Name and Ticker or Trading Symbol:
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CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
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Date of Earliest Transaction
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(Month/Day/Year):
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April 11, 2022
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Designated Filer:
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Advent International Corporation
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Signature:
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ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP
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By: GPE VIII GP S.à r.l., its General Partner
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By: Advent International GPE VIII, LLC, its Manager
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/s/ Justin Nuccio
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By: Advent International Corporation, its Manager
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Justin Nuccio, Manager
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By: /s/ Neil Crawford
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Name: Neil Crawford
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Title: Director, Fund Administration
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April 13, 2022
Date
Joint Filer Information
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Name of Joint Filer:
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GPE VIII GP S.à r.l.
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Address of Joint Filer:
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c/o Advent International Corporation
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Prudential Tower, 800 Boylston Street, Suite 3300
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Boston, MA 02199-8069
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Relationship of Joint Filer to Issuer:
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10% Owner, Director
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Issuer Name and Ticker or Trading Symbol:
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CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
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Date of Earliest Transaction
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(Month/Day/Year):
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April 11, 2022
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Designated Filer:
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Advent International Corporation
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Signature:
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GPE VIII GP S.à r.l.
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By: Advent International GPE VIII, LLC, its Manager
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/s/ Justin Nuccio
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By: Advent International Corporation, its Manager
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Justin Nuccio, Manager
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By: /s/ Neil Crawford
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Name: Neil Crawford
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Title: Director, Fund Administration
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April 13, 2022
Date
Joint Filer Information
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Name of Joint Filer:
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GPE VIII CCC Co-Investment (Delaware) Limited Partnership
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Address of Joint Filer:
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c/o Advent International Corporation
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Prudential Tower, 800 Boylston Street, Suite 3300
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Boston, MA 02199-8069
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Relationship of Joint Filer to Issuer:
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10% Owner, Director
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Issuer Name and Ticker or Trading Symbol:
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CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
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Date of Earliest Transaction
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(Month/Day/Year):
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April 11, 2022
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Designated Filer:
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Advent International Corporation
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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
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By: /s/ Neil Crawford
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Name: Neil Crawford
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Title: Director, Fund Administration
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April 13, 2022
Date
Joint Filer Information
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Name of Joint Filer:
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GPE VIII GP Limited Partnership
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Address of Joint Filer:
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c/o Advent International Corporation
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Prudential Tower, 800 Boylston Street, Suite 3300
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Boston, MA 02199-8069
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Relationship of Joint Filer to Issuer:
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10% Owner, Director
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Issuer Name and Ticker or Trading Symbol:
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CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
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Date of Earliest Transaction
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(Month/Day/Year):
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April 11, 2022
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Designated Filer:
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Advent International Corporation
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Signature:
GPE VIII GP LIMITED PARTNERSHIP
By: Advent International GPE VIII, LLC, its General Partner
By: Advent International Corporation, its Manager
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By: /s/ Neil Crawford
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Name: Neil Crawford
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Title: Director, Fund Administration
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April 13, 2022
Date
Joint Filer Information
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Name of Joint Filer:
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Advent International GPE VIII, LLC
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Address of Joint Filer:
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c/o Advent International Corporation
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Prudential Tower, 800 Boylston Street, Suite 3300
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Boston, MA 02199-8069
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Relationship of Joint Filer to Issuer:
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10% Owner, Director
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Issuer Name and Ticker or Trading Symbol:
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CCC Intelligent Solutions Holdings, Inc. [ CCCS ]
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Date of Earliest Transaction
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(Month/Day/Year):
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April 11, 2022
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Designated Filer:
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Advent International Corporation
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Signature:
ADVENT INTERNATIONAL GPE VIII, LLC
By: Advent International Corporation, its Manager
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By: /s/ Neil Crawford
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Name: Neil Crawford
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Title: Director, Fund Administration
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April 13, 2022
Date