Form SC 13D/A Dun & Bradstreet Holding Filed by: THOMAS H LEE PARTNERS LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

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DUN & BRADSTREET HOLDINGS, INC.

(Name of Issuer)

 

Common Stock, par value $0.0001

(Title of Class of Securities)

 

2648T106

(CUSIP Number)

 

Arthur Price

Chief Compliance Officer and Assistant General Counsel

Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

(617) 227-1050

 

November 17, 2022

(Date of Event Which Requires Filing of this Statement)

 

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

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The information required on 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).

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*See Item 5.

CUSIP No. 2648T106

13D

*See Item 5.

CUSIP No. 2648T106

13D

*See Item 5.

CUSIP No. 2648T106

13D

*See Item 5.

CUSIP No. 2648T106

13D

 *See Item 5.

CUSIP No. 2648T106

13D

 *See Item 5

CUSIP No. 2648T106

13D

 *See Item 5.

CUSIP No. 2648T106

13D

*See Item 5.

CUSIP No. 2648T106

13D

*See Item 5.

CUSIP No. 2648T106

13D

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on February 25, 2022 (as amended from time to time, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 1 shall have the meaning assigned to such term in the Schedule 13D.

 

Item 4 of the Schedule 13D is supplemented as follows:

 

On November 17, 2022, certain of the Reporting Persons sold an aggregate of 8,287,846 shares of Common Stock as follows, Equity Fund VIII (D&B) sold 2,547,393 shares, Parallel Fund VIII sold 3,465,654 shares, THL Equity VIII sold 1,903,296 shares, Coinvestment VIII sold 226,193 shares, and Executive Fund VIII sold 145,310 shares, in each case, at a price per share of $13.405, pursuant to Rule 144 under the Securities Act of 1933, as amended, with a broker-dealer.

(a)(b)  The percentage of beneficial ownership in this Schedule 13D is based on 435,731,379 shares of Common Stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2022.

 

 

Due to that certain Letter Agreement (as further described in Item 6 of the Schedule 13D), the Letter Agreement Parties may be deemed to constitute a group, within the meaning of Section 13(d)(3) of the Exchange Act that beneficially owns, in the aggregate, as of November 21, 2022, 176,463,783 shares representing 40.1% of the Issuer’s outstanding Common Stock, based on the most recent information filed with the SEC. It is the understanding of the Reporting Persons that the other Letter Agreement Parties file separate Schedules 13G or 13D, as the case may be, pursuant to Rule 13d-1(k)(2). The Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Letter Agreement. Except as disclosed herein, this Amendment No. 1 does not reflect any shares of Common Stock beneficially owned by the other Letter Agreement Parties.

(c) Except as described in Item 4 of this Amendment No. 1, no other transactions with respect to the shares of Common Stock were effected during the past sixty days by any of the Reporting Persons.

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

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