Initial Statement of Beneficial Ownership (3)
August 19 2021 - 10:58AM
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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GOODSON JOHN PAGE |
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)
C/O CCC INTELLIGENT SOLUTIONS HOLDINGS, 222 MERCHANDISE MART PLAZA, SUITE 900 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Technology Officer / |
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(Street)
CHICAGO, IL 60654
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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) |
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 |
| Stock Option (right to buy) (1) | (2)(3) | 9/24/2030 | Common Stock | 255413 | $4.05 | D | |
| Stock Option (right to buy) (1) | (2)(4) | 9/24/2030 | Common Stock | 255413 | $4.05 | D | |
| Earn-out Shares (1) | (5) | 7/31/2031 | Common Stock | (5) | $0.00 | D | |
| Explanation of Responses: |
| (1) | The Reporting Person acquired the reported securities on July 30, 2021, in respect of common stock of Cypress Holdings, Inc., which CCC Intelligent Solutions Holdings Inc. (the "Issuer") acquired by merger on July 30, 2021 (the "Merger"). |
| (2) | In connection with the Merger and pursuant to the business combination agreement, the reporting person received stock options of the Issuer ("Options") on July 30, 2021 in respect of stock options of Cypress Holdings, Inc. ("Cypress Options") which were (i) scheduled to service vest 20% annually on the each of the first through the fifth anniversaries of the vesting commencement date (the "Service Vesting Schedule") or (ii) were subject to performance vesting, provided that all performance vesting conditions were deemed fully satisfied in connection with the Merger. |
| (3) | The Options were granted subject to the Service Vesting Schedule based on a vesting commencement date of August 31, 2020 that applied with respect to the applicable Cypress Options. |
| (4) | The Options were fully vested upon grant. |
| (5) | Pursuant to the business combination agreement, the Reporting Person will receive, subject to satisfaction of specified service vesting requirements, shares of Common Stock of the Issuer 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 |
Remarks:
Exhibit 24 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
GOODSON JOHN PAGE
C/O CCC INTELLIGENT SOLUTIONS HOLDINGS
222 MERCHANDISE MART PLAZA, SUITE 900
CHICAGO, IL 60654 |
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| Chief Technology Officer |
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Signatures
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| /s/ Kevin Kane as Attorney-in-Fact for John Goodson | | 8/19/2021 |
| **Signature of Reporting Person | Date |
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