Form 4 Dun & Bradstreet Holding For: Mar 10 Filed by: HAGERTY THOMAS M

March 12, 2021 9:57 PM EST

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 ^*

THOMAS H. LEE ADVISORS, LLC

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dun & Bradstreet Holdings, Inc. [ DNB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2021

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)
Class A Common Stock								103,819,610 ⁽⁴⁾	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock	03/10/2021		A		5,680 ⁽⁵⁾	A	$ 0	10,512 ⁽⁷⁾	D
Class A Common Stock	03/10/2021		A		5,680 ⁽⁶⁾	A	$ 0	10,512 ⁽⁷⁾	D

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)

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).

7. See Exhibit 99.1 for text of footnote (7).

Remarks:

Exhibit 99.1 (Form 4 Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Thomas H. Lee Advisors, LLC.

	** See Exhibit 99.2 for Signatures	03/12/2021
	** 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).
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

Name and Address of Reporting Person:		Thomas H. Lee Advisors, LLC
		c/o Thomas H. Lee Partners, L.P.
		100 Federal Street, 35th Floor
		Boston, MA 02210

Issuer Name and Ticker or Trading Symbol:		Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction Required to be Reported (Month/Day/Year):		March 10, 2021

Footnotes to Form 4

(1) This report is filed by the following Reporting Persons: Thomas H. Lee Advisors, LLC (“THL Advisors”), Thomas H. Lee Equity Fund VIII, L.P. (“THL Equity VIII”), Thomas H. Lee Parallel Fund VIII, L.P. (“Parallel Fund VIII”), THL Fund VIII Coinvestment Partners, L.P. (“Coinvestment VIII”), THL Executive Fund VIII, L.P. (“Executive Fund VIII”), THL Equity Fund VIII Investors (D&B), L.P. (“Equity Fund VIII (D&B)”), THL Equity Advisors VIII, LLC (“Equity Advisors”), Thomas H. Lee Partners, L.P. (“THL Partners”), THL Holdco, LLC (“THL Holdco”), and THL Managers VIII, LLC (“THL Managers VIII”) (collectively with their affiliates, the “THL Funds”); Thomas M. Hagerty; and Gnaneshwar B. Rao. This Form 4 is in two parts and is jointly filed with the Reporting Persons in both parts. See Remarks.

(2) THL Holdco is the managing member of THL Advisors, which is in turn the general partner of THL Partners, which in turn is the general partner of Coinvestment VIII, the managing member of THL Manager VIII and is the sole member of Equity Advisors, which in turn is the general partner of the THL Equity VIII, Parallel Fund VIII, Executive Fund VIII and Equity Fund VIII (D&B). Each of Mr. Hagerty and Mr. Rao is a Managing Director of THL Partners. Solely for purposes of Section 16 of the Securities Exchange Act of 1934, the THL Funds may be deemed directors by deputization.

(3) Each of the Reporting Persons disclaims beneficial ownership of all shares of the Issuer for the purposes of Section 16 or for any other purpose, except to the extent of such Reporting Person’s pecuniary interest therein.

(4) Represents shares held directly by the following entities: 11,103,957 shares by THL Equity VIII; 20,218,862 shares by Parallel Fund VIII; 1,319,626 shares by Coinvestment VIII; 847,751 shares by Executive Fund VIII; and 70,329,414 shares by Equity Fund VIII (D&B).

(5) Represents an award of restricted common stock granted to Mr. Hagerty, which vests in full one year from the grant date.

(6) Represents an award of restricted common stock granted to Mr. Rao, which vests in full one year from the grant date.

(7) Pursuant to the operative agreements among certain of the THL Funds, any securities issued to persons serving as directors of portfolio companies of the THL Funds, such as the Issuer, are held for the benefit of the THL Funds.

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:		Thomas H. Lee Advisors, LLC

Address of Joint Filer:		c/o Thomas H. Lee Partners, L.P.
		100 Federal Street, 35th Floor
		Boston, MA 02110

Relationship of Joint Filer to Issuer:		10% Owner
		Director

Issuer Name and Ticker or Trading Symbol:		Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction Required to be Reported (Month/Day/Year):		March 10, 2021

Designated Filer:		Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE ADVISORS, LLC
By: THL Holdco, LLC, its Managing Member

By:	/s/ Mark A. Garcia
	Name: Mark A. Garcia
	Title: Chief Financial Officer, Funds

Dated: March 12, 2021

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:		Thomas H. Lee Equity Fund VIII, L.P.

Address of Joint Filer:		c/o Thomas H. Lee Partners, L.P.
		100 Federal Street, 35th Floor
		Boston, MA 02110

Relationship of Joint Filer to Issuer:		10% Owner
		Director

Issuer Name and Ticker or Trading Symbol:		Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction Required to be Reported (Month/Day/Year):		March 10, 2021

Designated Filer:		Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE EQUITY FUND VIII, L.P.

By: THL Equity Advisors VIII, LLC, its General Partner

By: Thomas H. Lee Partners, L.P., its Sole Member

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Mark A. Garcia
	Name: Mark A. Garcia
	Title: Chief Financial Officer, Funds

Dated: March 12, 2021

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:		Thomas H. Lee Parallel Fund VIII, L.P.

Address of Joint Filer:		c/o Thomas H. Lee Partners, L.P.
		100 Federal Street, 35th Floor
		Boston, MA 02110

Relationship of Joint Filer to Issuer:		10% Owner
		Director

Issuer Name and Ticker or Trading Symbol:		Dun & Bradstreet Holdings, Inc. [DNB]


Date of Earliest Transaction Required to be Reported (Month/Day/Year):		March 10, 2021

Designated Filer:		Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARALLEL FUND VIII, L.P.

By: THL Equity Advisors VIII, LLC, its General Partner

By: Thomas H. Lee Partners, L.P., its Sole Member

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Mark A. Garcia
	Name: Mark A. Garcia
	Title: Chief Financial Officer, Funds

Dated: March 12, 2021

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:		THL Fund VIII Coinvestment Partners, L.P.

Address of Joint Filer:		c/o Thomas H. Lee Partners, L.P.
		100 Federal Street, 35th Floor
		Boston, MA 02110

Relationship of Joint Filer to Issuer:		10% Owner
		Director

Issuer Name and Ticker or Trading Symbol:		Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction Required to be Reported (Month/Day/Year):		March 10, 2021

Designated Filer:		Thomas H. Lee Advisors, LLC

Signature:

THL FUND VIII COINVESTMENT PARTNERS, L.P.

By: Thomas H. Lee Partners, L.P., its General Partner

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Mark A. Garcia
	Name: Mark A. Garcia
	Title: Chief Financial Officer, Funds

Dated: March 12, 2021

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:		THL Executive Fund VIII, L.P.

Address of Joint Filer:		c/o Thomas H. Lee Partners, L.P.
		100 Federal Street, 35th Floor
		Boston, MA 02110

Relationship of Joint Filer to Issuer:		10% Owner
		Director

Issuer Name and Ticker or Trading Symbol:		Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction Required to be Reported (Month/Day/Year):		March 10, 2021

Designated Filer:		Thomas H. Lee Advisors, LLC

Signature:

THL EXECUTIVE FUND VIII, L.P.

By: THL Equity Advisors VIII, LLC, its General Partner

By: Thomas H. Lee Partners, L.P., its Sole Member

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Mark A. Garcia
	Name: Mark A. Garcia
	Title: Chief Financial Officer, Funds

Dated: March 12, 2021

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:		THL Equity Fund VIII Investors (D&B), L.P.

Address of Joint Filer:		c/o Thomas H. Lee Partners, L.P.
		100 Federal Street, 35th Floor
		Boston, MA 02110

Relationship of Joint Filer to Issuer:		10% Owner
		Director

Issuer Name and Ticker or Trading Symbol:		Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction Required to be Reported (Month/Day/Year):		March 10, 2021

Designated Filer:		Thomas H. Lee Advisors, LLC

Signature:

THL EQUITY FUND VIII INVESTORS (D&B), L.P.

By: THL Equity Advisors VIII, LLC, its General Partner

By: Thomas H. Lee Partners, L.P., its Sole Member

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Mark A. Garcia
	Name: Mark A. Garcia
	Title: Chief Financial Officer, Funds

Dated: March 12, 2021

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:		THL Equity Advisors VIII, LLC

Address of Joint Filer:		c/o Thomas H. Lee Partners, L.P.
		100 Federal Street, 35th Floor
		Boston, MA 02110

Relationship of Joint Filer to Issuer:		10% Owner
		Director

Issuer Name and Ticker or Trading Symbol:		Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction Required to be Reported (Month/Day/Year):		March 10, 2021

Designated Filer:		Thomas H. Lee Advisors, LLC

Signature:

THL EQUITY ADVISORS VIII, LLC

By: Thomas H. Lee Partners, L.P., its Sole Member

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Mark A. Garcia
	Name: Mark A. Garcia
	Title: Chief Financial Officer, Funds

Dated: March 12, 2021

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:		Thomas H. Lee Partners, L.P.

Address of Joint Filer:		100 Federal Street, 35th Floor
		Boston, MA 02110

Relationship of Joint Filer to Issuer:		10% Owner
		Director

Issuer Name and Ticker or Trading Symbol:		Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction Required to be Reported (Month/Day/Year):		March 10, 2021

Designated Filer:		Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARTNERS, L.P.

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Mark A. Garcia
	Name: Mark A. Garcia
	Title: Chief Financial Officer, Funds

Dated: March 12, 2021

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:		THL Managers VIII, LLC

Address of Joint Filer:		c/o Thomas H. Lee Partners, L.P.
		100 Federal Street, 35th Floor
		Boston, MA 02110

Relationship of Joint Filer to Issuer:		10% Owner
		Director

Issuer Name and Ticker or Trading Symbol:		Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction Required to be Reported (Month/Day/Year):		March 10, 2021

Designated Filer:		Thomas H. Lee Advisors, LLC

Signature:

THL MANAGERS VIII, LLC

By: Thomas H. Lee Partners, L.P., its Managing Member

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Mark A. Garcia
	Name: Mark A. Garcia
	Title: Chief Financial Officer, Funds

Dated: March 12, 2021

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:		THL Holdco, LLC

Address of Joint Filer:		c/o Thomas H. Lee Partners, L.P.
		100 Federal Street, 35th Floor
		Boston, MA 02110

Relationship of Joint Filer to Issuer:		10% Owner
		Director

Issuer Name and Ticker or Trading Symbol:		Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction Required to be Reported (Month/Day/Year):		March 10, 2021

Designated Filer:		Thomas H. Lee Advisors, LLC

Signature:

THL HOLDCO, LLC

By:	/s/ Mark A. Garcia
	Name: Mark A. Garcia
	Title: Chief Financial Officer, Funds

Dated: March 12, 2021

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:		Thomas M. Hagerty

Address of Joint Filer:		c/o Thomas H. Lee Partners, L.P.
		100 Federal Street, 35th Floor
		Boston, MA 02110

Relationship of Joint Filer to Issuer:		Director

Issuer Name and Ticker or Trading Symbol:		Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction Required to be Reported (Month/Day/Year):		March 10, 2021

Designated Filer:		Thomas H. Lee Advisors, LLC

Signature:

	/s/ Thomas M. Hagerty
	Thomas M. Hagerty

Dated: March 12, 2021

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:		Gnaneshwar B. Rao

Address of Joint Filer:		c/o Thomas H. Lee Partners, L.P.
		100 Federal Street, 35th Floor
		Boston, MA 02110

Relationship of Joint Filer to Issuer:		Director

Issuer Name and Ticker or Trading Symbol:		Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction Required to
be Reported (Month/Day/Year):		March 10, 2021

Designated Filer:		Thomas H. Lee Advisors, LLC

Signature:

	/s/ Gnaneshwar B. Rao
	Gnaneshwar B. Rao

Dated: March 12, 2021

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