OH Cypress Aggregator, L.P. - Jul 30, 2021 Form 3 Insider Report for CCC Intelligent Solutions Holdings Inc. (CCCS)

Role
Director
Signature
/s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd.
Stock symbol
CCCS
Transactions as of
Jul 30, 2021
Transactions value $
$0
Form type
3
Date filed
8/3/2021, 07:07 PM
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CCCS Common Stock, $0.0001 par value 53.1M Jul 30, 2021 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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)
F2 (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.
F3 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.