Sec Form 13D Filing - ADVENT INTERNATIONAL CORP filing for CCC Intelligent Solutions Holdings Inc. (CCCS) - 2025-04-02

Item 4 of the Schedule 13D is hereby amended to include the following:On March 3, 2025, Cypress Investor Holdings, L.P. ("Cypress Investor"), GPE VIII CCC Co-Investment (Delaware) Limited Partnership ("GPE VIII CCC Co-Investment") and Advent International GPE VIII-C Limited Partnership, ("Advent International VIII-C" and together with Cypress Investor and GPE VIII CCC Co-Investment, the "Advent Funds") sold 30,808,368 shares, 10,217,254 shares and 974,378 shares of Common Stock, respectively, for $10.325 per share (the "February 2025 Offering"), pursuant to that certain Underwriting Agreement, dated as of February 27, 2025, by and among the Advent Funds, the Issuer and the underwriters (the "February 2025 Underwriting Agreement"). In connection with the February 2025 Offering, the Advent Funds entered into customary "lock-up" agreements with the underwriters, dated February 27, 2025 (the "February 2025 Lock-up Agreements"), pursuant to which the Advent Funds generally agreed, subject to certain exceptions, not to sell, transfer, or otherwise dispose of any shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, during the period commencing on February 27, 2025 and ending on March 29, 2025, without prior written consent from at least two of the underwriters.The foregoing descriptions of the February 2025 Underwriting Agreement and the February 2025 Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the February 2025 Underwriting Agreement, a copy of which is attached as Exhibit 99.1, and a form of the February 2025 Lock-up Agreement attached as Exhibit A to the February 2025 Underwriting Agreement, both of which are incorporated by reference herein.

Item 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:The information set forth or incorporated by reference in Items 2 and 6 of this Statement is incorporated by reference in this Item 5.(a)and (b) The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of March 3, 2025, the Reporting Persons beneficially owned in the aggregate 97,342,526 shares of Common Stock, which represents approximately 15.0% of the outstanding shares (based on 650,573,787 shares of Common Stock of the Issuer outstanding as of February 24, 2025, as reported in the Issuer's prospectus supplement on Form 424(b)(3) filed with the Securities and Exchange Commission on February 28, 2025, the "Outstanding Shares").(b)The Reporting Persons directly hold or are attributed beneficial ownership of the reported securities as follows:*71,403,848 shares are held directly by Cypress Investor;*2,258,343 shares are directly held by Advent International VIII-C;*23,680,335 shares are directly held by GPE VIII CCC Co-Investment;*Cypress Investment GP, LLC ("Cypress GP"), as general partner of Cypress Investor, may be deemed to beneficially own the 71,403,848 shares held directly by Cypress Investor;*GPE VIII GP S.a.r.l ("Advent GP Luxembourg"), as general partner of Advent International VIII-C, may be deemed to beneficially own the 2,258,343 shares held directly by Advent International VIII-C;*GPE VIII GP Limited Partnership ("Advent GP Cayman"), as general partner of GPE VIII CCC Co-Investment, may be deemed to beneficially own the 23,680,335 shares held directly by GPE VIII CCC Co-Investment;*Advent International GPE VIII, LLC ("Advent VIII GP"), as manager of Advent GP Luxembourg and general partner of Advent GP Cayman, may be deemed to beneficially own the 25,938,678 shares held directly by Advent International VIII-C and GPE VIII CCC Co-Investment; and*Advent International GP, LLC, as general partner of Advent International, L.P. ("Advent"), and Advent, as manager of Advent VIII GP and managing member of Cypress GP, may each be deemed to beneficially own the 97,342,526 shares held directly by Cypress Investor, Advent International VIII-C and GPE VIII CCC Co-Investment.The foregoing excludes the contingent right of Cypress Investor, Advent International VIII-C and GPE VIII CCC Co-Investment to receive an aggregate of up to 9,919,012 Earnout Shares (as previously defined and described in Item 6 of this Statement).As a result of the Transaction Agreements (as previously defined and described in Item 6 of this Statement), the Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of Exchange Act. This Schedule 13D shall not be construed as an admission by the Reporting Persons that the Reporting Persons are, for the purposes of Section 13(d) of the Exchange Act, the beneficial owners of any shares of Common Stock covered by the Transaction Agreements.(c) Except pursuant to the February 2025 Offering, none of the Reporting Persons have effected transactions in the Issuer's Common Stock since the most recent filing of Schedule 13D.

Exhibit No. Description99.1Underwriting Agreement, dated as of February 27, 2025, by and among CCC Intelligent Solutions Holdings Inc., the Selling Stockholders named in Schedule I thereto and BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC and J.P. Morgan Securities LLC. (filed as Exhibit 1.1 to the Issuer's Current Report on Form 8-K on March 3, 2025, and incorporated herein by reference).