SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

TPG Advisors VI, Inc.

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ProSight Global, Inc. [ PROS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2021

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/04/2021		U		16,361,109	D	$12.85	$0	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

TPG Advisors VI, Inc.

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TPG Advisors VI-AIV, Inc.

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC,

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BONDERMAN DAVID

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC,

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

COULTER JAMES G

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC,

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Explanation of Responses:

1. David Bonderman and James G. Coulter are sole shareholders of each of (i) TPG Advisors VI, Inc. and (ii) TPG Advisors VI-AIV Inc. (together with TPG Advisors VI, Inc. and Messrs. Bonderman and Coulter, the "Reporting Persons"), which in turn is the general partner of each of (a) TPG PS 1, L.P., (b) TPG PS 2, L.P., (c) TPG PS 3, L.P. and (d) TPG PS 4, L.P. (together with Prosight TPG, L.P., TPG PS 1, L.P., TPG PS 2, L.P. and TPG PS 3, L.P., the "TPG Funds"). Each of the TPG Funds directly held shares of Common Stock of ProSight Global, Inc.

2. Because of the relationship between the Reporting Persons, the Reporting Persons may have been deemed to have beneficially owned the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

3. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

4. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 5. Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission.

	/s/ Michael LaGatta, Vice President, TPG Advisors VI, Inc. (4)	08/06/2021
	/s/ Michael LaGatta, Vice President, TPG Advisors VI-AIV Inc. (4)	08/06/2021
	/s/ Gerald Neugebauer on behalf of David Bonderman (4)(5)	08/06/2021
	/s/ Gerald Neugebauer on behalf of James G. Coulter (4)(5)	08/06/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 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).
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SEC Form 4 filed by TPG Advisors VI, Inc.