Amendment: SEC Form SCHEDULE 13D/A filed by CCC Intelligent Solutions Holdings Inc.
$CCCS
Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
|
CCC INTELLIGENT SOLUTIONS HOLDINGS INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
12510Q100 (CUSIP Number) |
Amanda McGrady Morrison Advent International, Prudential Tower, 800 Boylston Street Boston, MA, 02199-8069 617-951-0555 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/20/2025 (Date of Event Which Requires Filing of This Statement) |
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.
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).
SCHEDULE 13D
|
| CUSIP No. | 12510Q100 |
| 1 |
Name of reporting person
ADVENT INTERNATIONAL, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
67,342,526.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 659,060,196 shares of common stock ("Common Stock") outstanding as of April 29, 2025, as reported on the Form 10-Q filed by the Issuer with the Securities and Exchange Commission ("SEC") on May 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 12510Q100 |
| 1 |
Name of reporting person
ADVENT INTERNATIONAL GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
67,342,526.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 659,060,196 shares of Common Stock outstanding as of April 29, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on May 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 12510Q100 |
| 1 |
Name of reporting person
ADVENT INTERNATIONAL GPE VIII, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,944,635.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 659,060,196 shares of Common Stock outstanding as of April 29, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on May 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 12510Q100 |
| 1 |
Name of reporting person
CYPRESS INVESTOR HOLDINGS, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,397,891.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 659,060,196 shares of Common Stock outstanding as of April 29, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on May 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 12510Q100 |
| 1 |
Name of reporting person
ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,562,344.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 659,060,196 shares of Common Stock outstanding as of April 29, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on May 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 12510Q100 |
| 1 |
Name of reporting person
GPE VIII CCC CO-INVESTMENT (DELAWARE) LIMITED PARTNERSHIP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,382,291.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 659,060,196 shares of Common Stock outstanding as of April 29, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on May 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 12510Q100 |
| 1 |
Name of reporting person
CYPRESS INVESTMENT GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,397,891.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 659,060,196 shares of Common Stock outstanding as of April 29, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on May 6, 2025.
SCHEDULE 13D
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| CUSIP No. | 12510Q100 |
| 1 |
Name of reporting person
GPE VIII GP S.A.R.L | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,562,344.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 659,060,196 shares of Common Stock outstanding as of April 29, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on May 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 12510Q100 |
| 1 |
Name of reporting person
GPE VIII GP LIMITED PARTNERSHIP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,382,291.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 659,060,196 shares of Common Stock outstanding as of April 29, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on May 6, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
CCC INTELLIGENT SOLUTIONS HOLDINGS INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
167 N. Green Street, 9TH FLOOR, Chicago,
ILLINOIS
, 60607. | |
Item 1 Comment:
This Amendment No. 9 (this "Amendment") amends the statement on Schedule 13D originally filed by the Reporting Persons on August 9, 2021, as amended from time to time (the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings set forth in prior Schedule 13D filings. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in rows (11) and (13) of the cover pages of this Amendment is incorporated by reference into this Item 5(a).
Following transactions effected on May 20, 2025, the Reporting Perssons beneficially own in the aggregate 67,342,526 shares of Common Stock, which represents approximately 10.22% of the outstanding shares (based on the outstanding shares as of April 29, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on May 6, 2025.
The Reporting Persons directly hold or are attributed beneficial ownership of the reported securities as follows:
* 49,397,891 shares are held directly by Cypress Investor;
* 1,562,344 shares are directly held by Advent International VIII-C;
* 16,382,291 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 49,397,891 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 1,562,344 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 16,382,291 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 17,944,635 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 67,342,526 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. | |
| (b) | The information set forth in row (7) through (10) of the cover pages of this Amendedment is incorporated by reference into this Item 5. | |
| (c) | The Reporting Persons engaged in transactions with respect to the Issuer's Common Stock on May 20, 2025 and since the most recent filing of Schedule 13D. | |
| (d) | Not Applicable. | |
| (e) | Not Applicable. | |
| 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.
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