SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE 13G (Rule 13d-102) |
|
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) |
| (Amendment No.)* |
| CCC INTELLIGENT SOLUTIONS HOLDINGS INC. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 12510Q100 |
| (CUSIP Number) |
| December 31, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
_______________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page of 1 of 12
Exhibit Index on Page 12
| CUSIP # 12510Q100 | Page 2 of 12 |
| 1 |
NAMES OF REPORTING PERSONS
Technology Crossover Management IX, Ltd. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
20,589,027 shares of Common Stock (A) | |
| 6 |
SHARED VOTING POWER
-0- shares of Common Stock | ||
| 7 |
SOLE DISPOSITIVE POWER
20,589,027 shares of Common Stock (A) | ||
| 8 |
SHARED DISPOSITIVE POWER
-0- shares of Common Stock | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,589,027 shares of Common Stock (A) |
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4% (A) | ||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | ||
(A) As of February 13, 2024. Please see Item 4.
| CUSIP # 12510Q100 | Page 3 of 12 |
| 1 |
NAMES OF REPORTING PERSONS
Technology Crossover Management IX, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
19,445,664 shares of Common Stock (A) | |
| 6 |
SHARED VOTING POWER
-0- shares of Common Stock | ||
| 7 |
SOLE DISPOSITIVE POWER
19,445,664 shares of Common Stock (A) | ||
| 8 |
SHARED DISPOSITIVE POWER
-0- shares of Common Stock | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,445,664 shares of Common Stock (A) | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.2% (A) | ||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) As of February 13, 2024. Please see Item 4.
| CUSIP # 12510Q100 | Page 4 of 12 |
| 1 |
NAMES OF REPORTING PERSONS
TCV IX, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
14,559,816 shares of Common Stock (A) | |
| 6 |
SHARED VOTING POWER
-0- shares of Common Stock | ||
| 7 |
SOLE DISPOSITIVE POWER
14,559,816 shares of Common Stock (A) | ||
| 8 |
SHARED DISPOSITIVE POWER
-0- shares of Common Stock | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,559,816 shares of Common Stock (A) | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4% (A) | ||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) As of February 13, 2024. Please see Item 4.
| CUSIP # 12510Q100 | Page 5 of 12 |
| 1 |
NAMES OF REPORTING PERSONS
TCV IX (A), L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
4,108,245 shares of Common Stock (A) | |
| 6 |
SHARED VOTING POWER
-0- shares of Common Stock | ||
| 7 |
SOLE DISPOSITIVE POWER
4,108,245 shares of Common Stock (A) | ||
| 8 |
SHARED DISPOSITIVE POWER
-0- shares of Common Stock | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,108,245 shares of Common Stock (A) | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% (A) | ||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) As of February 13, 2024. Please see Item 4.
| CUSIP # 12510Q100 | Page 6 of 12 |
| 1 |
NAMES OF REPORTING PERSONS
TCV IX (B), L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
777,603 shares of Common Stock (A) | |
| 6 |
SHARED VOTING POWER
-0- shares of Common Stock | ||
| 7 |
SOLE DISPOSITIVE POWER
777,603 shares of Common Stock (A) | ||
| 8 |
SHARED DISPOSITIVE POWER
-0- shares of Common Stock | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
777,603 shares of Common Stock (A) | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% (A) | ||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) As of February 13, 2024. Please see Item 4.
| CUSIP # 12510Q100 | Page 7 of 12 |
| 1 |
NAMES OF REPORTING PERSONS
TCV Member Fund, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
1,143,363 shares of Common Stock (A) | |
| 6 |
SHARED VOTING POWER
-0- shares of Common Stock | ||
| 7 |
SOLE DISPOSITIVE POWER
1,143,363 shares of Common Stock (A) | ||
| 8 |
SHARED DISPOSITIVE POWER
-0- shares of Common Stock | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,143,363 shares of Common Stock (A) | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (A) | ||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) As of February 13, 2024. Please see Item 4.
| CUSIP # 12510Q100 | Page 8 of 12 |
| Item 1(a). | Name of Issuer |
| CCC Intelligent Solutions Holdings Inc. (the “Issuer”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
| 167 N. Green Street, 9th Floor | |
| Chicago, Illinois 60607 | |
| Item 2(a). | Name of Persons Filing |
| This statement is being filed by (1) Technology Crossover Management IX, Ltd., a Cayman Islands exempted company (“Management IX”), (2) Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership (“TCM IX”), (3) TCV IX, L.P., a Cayman Islands exempted limited partnership (“TCV IX”), (4) TCV IX (A), L.P., a Cayman Islands exempted limited partnership (“TCV IX (A)”), (5) TCV IX (B), L.P., a Cayman Islands exempted limited partnership (“TCV IX (B)”) and (6) TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund”). The foregoing entities are collectively referred to herein as the “Reporting Persons.” | |
| Item 2(b). | Address of Principal Business Office |
| The mailing address for each of the Reporting Persons is: | |
| c/o TCV | |
| 250 Middlefield Road | |
| Menlo Park, California 94025 | |
| Item 2(c). | Citizenship |
| Management IX is a Cayman Islands exempted company. Each of TCM IX, TCV IX, TCV IX (A), TCV IX (B) and Member Fund is a Cayman Islands exempted limited partnership. | |
| Item 2(d) and 2(e). | Title of Class of Securities and CUSIP Number |
| Common Stock, par value $0.0001 per share (“Common Stock”) | |
| CUSIP Number: 12510Q100 | |
| Item 3. | Not applicable. |
| CUSIP # 12510Q100 | Page 9 of 12 |
| Item 4. | Ownership |
The responses of the Reporting Persons to Rows (5) through (9) and (11) of the cover pages of this Schedule 13G as of the date hereof are incorporated herein by reference. On December 31, 2023, the Reporting Persons beneficially owned directly and/or indirectly the following shares of Common Stock:
| Name of Reporting Person | Shares of Common Stock | Percentage of Common Stock(1) | ||||||
| Technology Crossover Management IX, Ltd. | 30,589,027 | 5.1 | % | |||||
| Technology Crossover Management IX, L.P. | 28,890,337 | 4.8 | % | |||||
| TCV IX, L.P. | 21,631,454 | 3.6 | % | |||||
| TCV IX (A), L.P. | 6,103,601 | 1.0 | % | |||||
| TCV IX (B), L.P. | 1,155,282 | 0.2 | % | |||||
| TCV Member Fund, L.P. | 1,698,690 | 0.3 | % | |||||
(1) The information shown in the table with respect to the percentage of Common Stock beneficially owned is based on 602,568,628 shares of Common Stock outstanding as of November 30, 2023, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on January 5, 2024.
Excluded from beneficial ownership is the contingent right to earn-out shares.
Each of TCV IX, TCV IX (A), TCV IX (B) and Member Fund (collectively, the “TCV Entities”) has the sole power to dispose or direct the disposition of the shares of Common Stock that it holds directly and has the sole power to vote or direct the vote of such shares.
Management IX, as the ultimate general partner of the TCV Entities, may be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV Entities and have the sole power to direct the vote of such shares of Common Stock. TCM IX, as the direct general partner of TCV IX, TCV IX (A) and TCV IX (B) (collectively, the “TCV IX Funds”), may also be deemed to have the sole power to dispose or direct the disposition of the shares of Common Stock held by the TCV IX Funds and have the sole power to direct the vote of such shares of Common Stock. Each of Management IX and TCM IX disclaims beneficial ownership of the shares of Common Stock owned by the TCV Entities, except to the extent of their respective pecuniary interest therein.
The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Issuer but do not affirm the existence of any such group.
Except as set forth in this Item 4, each of the Reporting Persons disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other Reporting Person.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| CUSIP # 12510Q100 | Page 10 of 12 |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
See Item 4 above.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certifications |
Not applicable.
| CUSIP # 12510Q100 | Page 11 of 12 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
| Technology Crossover Management IX, Ltd. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| Technology Crossover Management IX, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV IX, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV IX (A), L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV IX (B), L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV Member Fund, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| CUSIP # 12510Q100 | Page 12 of 12 |
EXHIBIT
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of CCC Intelligent Solutions Holdings Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 14th day of February, 2024.
| TCV MEMBER FUND, L.P. | ||
| a Cayman Islands exempted limited partnership, | ||
| acting by its general partner | ||
| Technology Crossover Management IX, Ltd., | ||
| a Cayman Islands exempted company | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Title: | Authorized Signatory | |
| TCV IX, L.P. | ||
| a Cayman Islands exempted limited partnership, | ||
| acting by its general partner | ||
| Technology Crossover Management IX, L.P., | ||
| a Cayman Islands exempted limited partnership, | ||
| acting by its general partner | ||
| Technology Crossover Management IX, Ltd., | ||
| a Cayman Islands exempted company | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Title: | Authorized Signatory | |
| TCV IX (A), L.P. | ||
| a Cayman Islands exempted limited partnership, | ||
| acting by its general partner | ||
| Technology Crossover Management IX, L.P., | ||
| a Cayman Islands exempted limited partnership, | ||
| acting by its general partner | ||
| Technology Crossover Management IX, Ltd., | ||
| a Cayman Islands exempted company | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Title: | Authorized Signatory | |
| TCV IX (B), L.P. | ||
| a Cayman Islands exempted limited partnership, | ||
| acting by its general partner | ||
| Technology Crossover Management IX, L.P., | ||
| a Cayman Islands exempted limited partnership, | ||
| acting by its general partner | ||
| Technology Crossover Management IX, Ltd., | ||
| a Cayman Islands exempted company | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Title: | Authorized Signatory | |
| Technology Crossover Management IX, L.P. | ||
| a Cayman Islands exempted limited partnership, | ||
| acting by its general partner | ||
| Technology Crossover Management IX, Ltd., | ||
| a Cayman Islands exempted company | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Title: | Authorized Signatory | |
| Technology Crossover Management IX, Ltd. | ||
| a Cayman Islands exempted company | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Title: | Authorized Signatory | |