SEC Form SC 13G/A filed by Dun & Bradstreet Holdings Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
Dun
& Bradstreet Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
26484T106
(CUSIP Number)
December 31, 2023
(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 disclosures provided in a prior cover page.
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).
| 1. | Names of Reporting Persons
CC Star Holdings, LP |
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization
Delaware |
| Number
of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
10,885,403 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
10,885,403 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,885,403 |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
| 11. | Percent of Class Represented By Amount in Row (9)
2.47%(1) |
| 12. | Type of Reporting Person (See Instructions)
PN |
(1) Calculated based on (i) 438,959,568 shares of Common Stock (as defined below) outstanding as of October 27, 2023, as reported on the Issuer’s Form 10-Q, filed on November 1, 2023, and (ii) 2,080,000 shares of Common Stock issuable upon exercise of 2,080,000 options directly held by Chinh E. Chu, each of which are currently exercisable to acquire one share of Common Stock (the “Options”).
| 1. | Names of Reporting Persons
CC Capital GP, LLC | ||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization
Delaware | ||
| Number
of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | |
| 6. | Shared Voting Power
10,885,403 | ||
| 7. | Sole Dispositive Power
0 | ||
| 8. | Shared Dispositive Power
10,885,403 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,885,403 | ||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||
| 11. | Percent of Class Represented By Amount in Row (9)
2.47%(1) | ||
| 12. | Type of Reporting Person (See Instructions)
OO | ||
(1) Calculated based on (i) 438,959,568 shares of Common Stock outstanding as of October 27, 2023, as reported on the Issuer’s Form 10-Q, filed on November 1, 2023, and (ii) 2,080,000 shares of Common Stock issuable upon exercise of the Options.
| 1. |
Names of Reporting Persons
Chinh E. Chu | ||
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | ||
| 3. | SEC Use Only | ||
| 4. |
Citizenship or Place of Organization
United States of America | ||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
2,127,466(1) | |
| 6. |
Shared Voting Power
10,885,403(2) | ||
| 7. |
Sole Dispositive Power
2,127,466(1) | ||
| 8. |
Shared Dispositive Power
10,885,403(2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
13,012,869 | ||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||
| 11. |
Percent of Class Represented By Amount in Row (9)
2.95%(3) | ||
| 12. |
Type of Reporting Person (See Instructions)
IN | ||
(1) Represents 47,466 shares of Common Stock held directly by Chinh E. Chu and the 2,080,000 shares of Common Stock acquirable upon exercise of Options directly held by Chinh E. Chu.
(2) Represents 10,885,403 shares of Common Stock held directly by CC Star Holdings, LP.
(3) Calculated based on (i) 438,959,568 shares of Common Stock outstanding as of October 27, 2023, as reported on the Issuer’s Form 10-Q, filed on November 1, 2023, and (ii) 2,080,000 shares of Common Stock issuable upon exercise of the Options.
| Item 1(a). | Name of Issuer |
Dun & Bradstreet Holdings, Inc. (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
101 John F. Kennedy Parkway
Short Hills, New Jersey 07078
| Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
| (i) | CC Star Holdings, LP |
| (ii) | CC Capital GP, LLC |
| (iii) | Chinh E. Chu |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence |
The principal business address of each of the Reporting Persons is as follows:
c/o Dun & Bradstreet Holdings, Inc.
101 John F. Kennedy Parkway
Short Hills, New Jersey 07078
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Common Stock, $0.0001 par value per share (“Common Stock”)
| Item 2(e). | CUSIP Number |
26484T106
| 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 (n): |
Not Applicable
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See responses to Item 9 on each cover page.
| (b) | Percent of Class: |
See responses to Item 11 on each cover page.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
CC Star Holdings, LP (“Star Holdings”) directly holds 10,885,403 shares of Common Stock. CC Capital GP, LLC (“CC Capital”) is the general partner of Star Holdings. Chinh E. Chu is the sole member of CC Capital. As such, both CC Capital and Chinh E. Chu may be deemed to have beneficial ownership over the 10,885,403 shares of Common Stock held by Star Holdings. In addition, Chinh Chu directly holds (i) 47,466 shares of Common Stock and (ii) 2,080,000 Options to acquire an equal number of shares of Common Stock. The filing of this Statement shall not be construed as an admission that the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owners of any securities covered by this Statement.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
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.
Dated: February 13, 2024
| CC STAR HOLDINGS, L.P. | |||
| By: CC Capital
GP, LLC Its: General Partner | |||
| By: | /s/ Chinh E. Chu | ||
| Name:
Chinh E. Chu Title: President and Senior Managing Director | |||
| CC CAPITAL GP, LLC | |||
| By: | /s/ Chinh E. Chu | ||
| Name:
Chinh E. Chu Title: President and Senior Managing Director | |||
| /s/ Chinh E. Chu | |||
| Chinh E. Chu | |||
EXHIBIT LIST