Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
PROSIGHT GLOBAL INC
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
74349J103
--------------------------------------------
(CUSIP Number)
December 31, 2019
-------------------------------------------------------------------------------
(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).
Page 1 of 34
-----------------------
CUSIP No. 74349J103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 3,720*
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
17,005,214
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 3,720*
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
17,005,214
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
17,008,934
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
39.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
*May include shares that are deemed to be beneficially owned pursuant to Issuer
grants of restricted stock units to directors that were appointed by affiliates
of The Goldman Sachs Group, Inc.
Page 2 of 34
-----------------------
CUSIP No. 74349J103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS & CO. LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
17,005,214
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
17,005,214
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
17,005,214
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
39.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-OO-IA
------------------------------------------------------------------------------
Page 3 of 34
-----------------------
CUSIP No. 74349J103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI FUND, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
7,937,642
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,937,642
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,937,642
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
18.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 4 of 34
-----------------------
CUSIP No. 74349J103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
6,602,251
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
6,602,251
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,602,251
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
15.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 5 of 34
-----------------------
CUSIP No. 74349J103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI GMBH & CO. KG
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
282,103
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
282,103
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
282,103
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 6 of 34
-----------------------
CUSIP No. 74349J103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI PARALLEL, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,183,019
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,183,019
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,183,019
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 7 of 34
-----------------------
CUSIP No. 74349J103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of
above Person
GSCP VI ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
7,937,642
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,937,642
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,937,642
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
18.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 8 of 34
-----------------------
CUSIP No. 74349J103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP VI OFFSHORE ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
6,602,251
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
6,602,251
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,602,251
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
15.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 9 of 34
-----------------------
CUSIP No. 74349J103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS ADVISORS VI, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,183,019
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,183,019
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,183,019
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 10 of 34
-----------------------
CUSIP No. 74349J103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS MANAGEMENT GP GMBH
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
282,103
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
282,103
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
282,103
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 11 of 34
-----------------------
CUSIP No. 74349J103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
PROSIGHT EQUITY MANAGEMENT, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
17,005,016
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
17,005,016
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
17,005,016
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
39.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 12 of 34
-----------------------
CUSIP No. 74349J103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
PROSIGHT INVESTMENT LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
14,821,997
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
14,821,997
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
14,821,997
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
34.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 13 of 34
-----------------------
CUSIP No. 74349J103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
PROSIGHT PARALLEL INVESTMENT LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,183,019
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,183,019
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,183,019
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 14 of 34
Item 1(a). Name of Issuer:
PROSIGHT GLOBAL INC
Item 1(b). Address of Issuer's Principal Executive Offices:
412 MT KEMBLE AVENUE
MORRISTOWN, NJ 07960
Item 2(a). Name of Persons Filing:
THE GO
LDMAN SACHS GROUP, INC.
GOLDMAN SACHS & CO. LLC
GS CAPITAL PARTNERS VI FUND, L.P.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
GS CAPITAL PARTNERS VI GMBH & CO. KG
GS CAPITAL PARTNERS VI PARALLEL, L.P.
GSCP VI ADVISORS, L.L.C.
GSCP VI OFFSHORE ADVISORS, L.L.C.
GS ADVISORS VI, L.L.C.
GOLDMAN, SACHS MANAGEMENT GP GMBH
PROSIGHT EQUITY MANAGEMENT, INC.
PROSIGHT INVESTMENT LLC
PROSIGHT PARALLEL INVESTMENT LLC
Item 2(b). Address of Principal Business Office or, if none, Residence:
The Goldman Sachs Group, Inc.
Goldman Sachs & Co. LLC
GS CAPITAL PARTNERS VI FUND, L.P.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
GS CAPITAL PARTNERS VI GMBH & CO. KG
GS CAPITAL PARTNERS VI PARALLEL, L.P.
GSCP VI ADVISORS, L.L.C.
GSCP VI OFFSHORE ADVISORS, L.L.C.
GS ADVISORS VI, L.L.C.
GOLDMAN, SACHS MANAGEMENT GP GMBH
200 West Street
New York, NY 10282
PROSIGHT EQUITY MANAGEMENT, INC.
PROSIGHT INVESTMENT LLC
PROSIGHT PARALLEL INVESTMENT LLC
1209 Orange Street
Wilmington, DE 19801
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN SACHS & CO. LLC - New York
GS CAPITAL PARTNERS VI FUND, L.P. - Delaware
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. - Cayman Islands
GS CAPITAL PARTNERS VI GMBH & CO. KG - Germany
GS CAPITAL PARTNERS VI PARALLEL, L.P. - Delaware
GSCP VI ADVISORS, L.L.C. - Delaware
GSCP VI OFFSHORE ADVISORS, L.L.C. - Delaware
GS ADVISORS VI, L.L.C. - Delaware
GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany
PROSIGHT EQUITY MANAGEMENT, INC. - Delaware
PROSIGHT INVESTMENT LLC - Delaware
PROSIGHT PARALLEL INVESTMENT LLC - Delaware
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number:
74349J103
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] A non-U.S. institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii)
(A) through (K).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 15 of 34
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
See Exhibit (99.3)
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
--------------------------
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
Page 16 of 34
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 14, 2020,
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI FUND, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GSCP VI ADVISORS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GSCP VI OFFSHORE ADVISORS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
PROSIGHT EQUITY MANAGEMENT, INC.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
PROSIGHT INVESTMENT LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
PROSIGHT PARALLEL INVESTMENT LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Page 17 of 34
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Item 8 Information
99.4 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.5 Power of Attorney, relating to
GOLDMAN SACHS & CO. LLC
99.6 Power of Attorney, relating to
GS CAPITAL PARTNERS VI FUND, L.P.
99.7 Power of Attorney, relating to
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
99.8 Power of Attorney, relating to
GS CAPITAL PARTNERS VI GMBH & CO. KG
99.9 Power of Attorney, relating to
GS CAPITAL PARTNERS VI PARALLEL, L.P.
99.10 Power of Attorney, relating to
GSCP VI ADVISORS, L.L.C.
99.11 Power of Attorney, relating to
GSCP VI OFFSHORE ADVISORS, L.L.C.
99.12 Power of Attorney, relating to
GS ADVISORS VI, L.L.C.
99.13 Power of Attorney, relating to
GOLDMAN, SACHS MANAGEMENT GP GMBH
99.14 Power of Attorney, relating to
PROSIGHT EQUITY MANAGEMENT, INC.
99.15 Power of Attorney, relating to
PROSIGHT INVESTMENT LLC
99.16 Power of Attorney, relating to
PROSIGHT PARALLEL INVESTMENT LLC
Page 18 of 34
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock, par value $0.01 per share, of PROSIGHT GLOBAL INC
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: February 14, 2020,
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI FUND, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GSCP VI ADVISORS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GSCP VI OFFSHORE ADVISORS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
PROSIGHT EQUITY MANAGEMENT, INC.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
PROSIGHT INVESTMENT LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
PROSIGHT PARALLEL INVESTMENT LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Page 19 of 34
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by THE GOLDMAN SACHS GROUP, INC.
("GS Group"), as a parent holding company, are owned indirectly by
GS CAPITAL PARTNERS VI FUND, L.P., a Delaware limited partnership,
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., a Cayman Islands
exempted limited partnership, GS CAPITAL PARTNERS VI GMBH & CO. KG,
a German civil law partnership with limitation of liability, and
GS CAPITAL PARTNERS VI PARALLEL, L.P., a Delaware limited partnership
(collect
ively, the "Investing Entities"), are owned, or may be deemed to
be beneficially owned, by GOLDMAN SACHS & CO. LLC ("Goldman Sachs"), a broker
or dealer registered under Section 15 of the Act and an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940. The
general partner, managing general partner or other manager of each of the
Investing Entities is an affiliate of GS Group. Goldman Sachs is a subsidiary
of GS Group. Goldman Sachs is the investment manager of certain of the
Investing Entities. In addition, the Investing Entities hold their interests
indirectly through PROSIGHT INVESTMENT LLC and PROSIGHT PARALLEL INVESTMENT LLC
(the "Intermediate Investing Entities") PROSIGHT EQUITY MANAGEMENT INC. is the
managing member of the Intermediate Investing Entities.
Page 20 of 34
EXHIBIT (99.3)
ITEM 8 INFORMATION
Each of PROSIGHT INVESTMENT LLC AND PROSIGHT PARALLEL INVESTMENT LLC
(the "GS Stockholders") is a party to that certain Stockholders' Agreement,
dated as of July 29, 2019 (the "Stockholders' Agreement"), by and among the
GS Stockholders, the Issuer and PROSIGHT TPG, L.P., TPG PS 1, L.P., TPG PS 2,
L.P., TPG PS 3, L.P. and TPG PS 4, L.P. (collectively, the "TPG Stockholders").
Under the Stockholders' Agreement, the GS Stockholders have the right to
designate two of the Issuer's directors and the TPG Stockholders have the
right to designate two of the Issuer's directors. The Stockholders' Agreement
requires the parties thereto to vote their shares of the Issuer's common stock
for the directors that are designated in accordance with the provisions of the
Stockholders' Agreement. The Stockholders' Agreement also contains certain
provisions regarding proposed sales of the Issuer's common stock, transfer
restrictions with respect to the shares of the Issuer's common stock and
registration rights.
By virtue of being a party to the Stockholders' Agreement, each of the GS
Stockholders and the other the reporting persons on this Schedule 13G may be
deemed to be members of a "group", as defined in Rule 13d-5 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with the TPG
Stockholders. Pursuant to such definition, each of the GS Stockholders and
the other reporting persons and the TPG Stockholders may be deemed to
beneficially own the shares of the Issuer's common stock beneficially owned
by each other solely for such purposes.
The aggregate number of shares of the Issuer's Common Stock beneficially owned
collectively by the GS Stockholders and the TPG Stockholders is 33,366,125,
which represents approximately 77.6% of the Issuer's outstanding common stock.
The share ownership reported by the GS Stockholders and the other reporting
persons listed herein does not include any shares of the Issuer's Common Stock,
par value $0.01 per share, beneficially owned by the other parties to the
Stockholders' Agreement, except to the extent disclosed in this Schedule 13G.
Each of the GS Stockholders and the other reporting persons listed herein
disclaims beneficial ownership of any shares of the Issuer's Common Stock,
par value $0.01 per share, beneficially owned by the other parties to the
Stockholders' Agreement, except to the extent disclosed in this Schedule 13G.
Page 21 of 34
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS THE GOLDMAN SACHS GROUP, INC.(the "Company")
does hereby make,constitute and appoint each of Stephanie Snyder, Jerry Li,
Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
March 1, 2021 unless earlier revoked by written instrument, or in the event
am Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to March 1, 2021, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in
relation to the remaining Attorneys-in-fact. The Company has the unrestricted
right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Eddie Arhagba, Jose Canas, Abdul Khayum, and Jerry Li on June 19, 2018.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 26, 2019.
GOLDMAN SACHS & CO.LLC
By: /s/ Karen P. Seymour
____________________________
Name: Karen P. Seymour
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 22 of 34
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the "Company")
does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li,
Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer
acting individually, its true and lawful attorney, (each, an "Attorney-in-fact")
to execute and deliver in its name and on its behalf, whether the Company is
acting individually or as representative of others,
any and all filings required to be made by the Company pursuant to Rule 13f-1
or Regulation 13D-G under the Securities Exchange Act of 1934,
as amended, the "Act"), which may be required of the Company with respect
to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said Attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
March 1, 2021 unless earlier revoked by written instrument, or in the event
an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to March 1, 2021, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in
relation to the remaining Attorneys-in-fact. The Company has the unrestricted
right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Eddie Arhagba, Jose Canas, Abdul Khayum, and Jerry Li on May 15, 2018.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 26, 2019
GOLDMAN SACHS & CO. LLC
By: /s/ Karen P. Seymour
____________________________
Name: Karen P. Seymour
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 23 of 34
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI FUND, L.P.
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and
Apoorva Iyer (and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the Act), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in- fact power and
authority to act in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney- in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 1, 2019.
GS CAPITAL PARTNERS VI FUND, L.P.
By: GSCP VI ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 24 of 34
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer,
and Apoorva Iyer (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 1,2019.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 25 of 34
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI GMBH & CO. KG
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer,
and Apoorva Iyer (and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 1, 2019.
GS CAPITAL PARTNERS VI GMBH & CO. KG
By: GS Advisors VI, L.L.C., its Managing Limited Partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 26 of 34
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI PARALLEL, L.P.
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer,
and Apoorva Iyer (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 1, 2019.
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By: GS ADVISORS VI, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 27 of 34
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GSCP VI ADVISORS, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Eddie
Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf, whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities
Exchange Act of 1934, (as amended, the Act), which may be required of the
Company with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each side
Attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that
said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 1, 2019.
GSCP VI ADVISORS, L.L.C.
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 28 of 34
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GSCP VI OFFSHORE ADVISORS, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer,
and Apoorva Iyer (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes as
the Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 1, 2019.
GSCP VI OFFSHORE ADVISORS, L.L.C.
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 29 of 34
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS ADVISORS VI, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li,
Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer,
and Apoorva Iyer (and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf, whether the Company is acting individually or as
representative of others, any and all filings required to be
made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the Act), which may be required of
the Company with respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto each side Attorney-
in-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 1, 2019.
GS ADVISORS VI, L.L.C.
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 30 of 34
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN, SACHS MANAGEMENT GP GMBH
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer,
and Apoorva Iyer (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 1, 2019.
GOLDMAN, SACHS MANAGEMENT GP GMBH
By: /s/ Laurie Schmidt
____________________________
Name: Laurie Schmidt
Title: Authorized Signatory, Managing Director
By: /s/ Michael Schramm
____________________________
Name: Michael Schramm
Title: Authorized Signatory, Managing Director
Page 31 of 34
EXHIBIT (99.14)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS PROSIGHT EQUITY MANAGEMENT, INC.
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Jerry Li, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Javier
Gonzalez (and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates designated in writing by one of the attorneys-infact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes as
the Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorneyin-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of January 31, 2020.
PROSIGHT EQUITY MANAGEMENT, INC.
By: /s/ Sumit Rajpal
____________________________
Name: Sumit Rajpal
Title: President
Page 32 of 34
EXHIBIT (99.15)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS PROSIGHT INVESTMENT LLC (the "Company")
does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li,
Abdul Khayum, Terry Mosher, Rachel Fraizer, and Javier Gonzalez (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated
in writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and
all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may
be deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s)
to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of January 31, 2020.
PROSIGHT INVESTMENT LLC
By: ProSight Equity Management Inc., as Managing Member
By: /s/ Anthony Arnold
____________________________
Name: Anthony Arnold
Title: Vice President & Secretary
Page 33 of 34
EXHIBIT (99.16)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS PROSIGHT PARALLEL INVESTMENT LLC (the
"Company") does hereby make, constitute and appoint each of Stephanie Snyder,
Jerry Li, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Javier Gonzalez (and
any other employee pf The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-infact), acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said att~rneyin-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of January 31, 2020.
PROSIGHT PARALLEL INVESTMENT LLC
By: ProSight Equity Management Inc., as Managing Member
By: /s/ Anthony Arnold
____________________________
Name: Anthony Arnold
Title: Vice President & Secretary
Page 34 of 34