Initial Statement of Beneficial Ownership (3)
August 03 2021 - 6:08PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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OH Cypress Aggregator, L.P. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/30/2021
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3. Issuer Name and Ticker or Trading Symbol
CCC Intelligent Solutions Holdings Inc. [CCCS]
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(Last)
(First)
(Middle)
65 EAST 55TH STREET, 32ND FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock, $0.0001 par value | 53082833 (1)(2) | D (3) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | The Reporting Person acquired these securities on July 30, 2021, as consideration for the Reporting Person's common stock of Cypress Holdings, Inc., which CCC Intelligent Solutions Holdings, Inc. (the "Issuer") acquired by merger on July 30, 2021. The business combination agreement provides that the former shareholders of Cypress Holdings, Inc. will receive additional shares of the Issuer's common stock at the earlier to occur of (a) the first date on which the last reported closing price of the Issuer's shares has been greater than or equal to $15.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) day trading days within any thirty (30) consecutive trading day period commencing after July 30, 2021 or (b) a change of control of the Issuer, in each case if such event occurs within ten (10) years after July 30, 2021. (cont'd on FN 2) |
| (2) | (cont'd from FN 1) The Reporting Person's right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on July 30, 2021, the effective date of the merger. |
| (3) | The Oak Hill Fund IV Entities (as defined below, except OH Cypress Aggregator, L.P.), OHCP Gen Par IV, L.P. (the "Oak Hill GP"), OHCP MGP IV, Ltd. (the "Oak Hill UGP") and Steven Puccinelli may be deemed to have indirect ownership of the securities. |
Remarks:
OH Cypress Aggregator, L.P. ("OH Cypress") is beneficially owned by Oak Hill Capital Partners IV (Onshore), L.P., Oak Hill Capital Partners IV (Onshore Tax Exempt), L.P., Oak Hill Capital Partners IV (Offshore), L.P., Oak Hill Capital Partners IV (Offshore 892), L.P., Oak Hill Capital Partners IV (Management), L.P. (together, including OH Cypress, the "Oak Hill Fund IV Entities") and certain of their co-investors. The general partner of each of the Oak Hill Fund IV Entities is the Oak Hill GP. The general partner of Oak Hill GP is the Oak Hill UGP. Steven Puccinelli is a director of the Issuer, and also a director and partner of Oak Hill UGP. The Oak Hill Fund IV Entities, Oak Hill GP, and Oak Hill UGP may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
OH Cypress Aggregator, L.P.
65 EAST 55TH STREET
32ND FLOOR
NEW YORK, NY 10022 | X |
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Oak Hill Capital Partners IV (Onshore), L.P.
65 EAST 55TH STREET
32ND FLOOR
NEW YORK, NY 10022 | X |
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Oak Hill Capital Partners IV (Onshore Tax Exempt), L.P.
65 EAST 55TH STREET
32ND FLOOR
NEW YORK, NY 10022 | X |
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Oak Hill Capital Partners IV (Offshore), L.P.
65 EAST 55TH STREET
32ND FLOOR
NEW YORK, NY 10022 | X |
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Oak Hill Capital Partners IV (Offshore 892), L.P.
65 EAST 55TH STREET
32ND FLOOR
NEW YORK, NY 10022 | X |
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Oak Hill Capital Partners IV (Management), L.P.
65 EAST 55TH STREET
32ND FLOOR
NEW YORK, NY 10022 | X |
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OHCP GenPar IV, L.P.
65 EAST 55TH STREET
32ND FLOOR
NEW YORK, NY 10022 | X |
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OHCP MGP IV, Ltd.
65 EAST 55TH STREET
32ND FLOOR
NEW YORK, NY 10022 | X |
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Puccinelli Steven G.
65 EAST 55TH STREET
32ND FLOOR
NEW YORK, NY 10022 | X |
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Signatures
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| /s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd. | | 8/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P. | | 8/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P., general partner of Oak Hill Capital Partners IV (Management), L.P. | | 8/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P., general partner of Oak Hill Capital Partners IV (Offshore 892), L.P. | | 8/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P., general partner of Oak Hill Capital Partners IV (Offshore), L.P. | | 8/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P., general partner of Oak Hill Capital Partners IV (Onshore Tax Exempt), L.P. | | 8/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P., general partner of Oak Hill Capital Partners IV (Onshore), L.P. | | 8/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P., general partner of OH Cypress Aggregator, L.P. | | 8/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ Steven Puccinelli | | 8/3/2021 |
| **Signature of Reporting Person | Date |
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