Filing Details

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1	NAMES OF REPORTING PERSONS
	THL Holdco, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
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
			103,819,610 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			103,819,610 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	103,819,610 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	24.54% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)  Includes all shares owned by Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Fund VIII Coinvestment Partners, L.P., THL Executive Fund VIII, L.P., and THL Equity Fund VIII Investors (D&B), L.P.

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
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
			103,819,610 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			103,819,610 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	103,819,610 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	24.54% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)  Includes all shares owned by Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Fund VIII Coinvestment Partners, L.P., THL Executive Fund VIII, L.P., and THL Equity Fund VIII Investors (D&B), L.P.

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
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
			103,819,610 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			103,819,610 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	103,819,610 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	24.54% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)  Includes all shares owned by Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Fund VIII Coinvestment Partners, L.P., THL Executive Fund VIII, L.P., and THL Equity Fund VIII Investors (D&B), L.P.

CUSIP No. 26484T106

13G

(1)  Includes all shares owned by Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Executive Fund VIII, L.P., and THL Equity Fund VIII Investors (D&B), L.P.

1	NAMES OF REPORTING PERSONS
	THL Equity Fund VIII Investors (D&B), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
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
			70,329,414
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			70,329,414
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,329,414
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	16.62%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Parallel Fund VIII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
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
			20,218,862
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			20,218,862
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,218,862
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.78%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Equity Fund VIII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
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
			11,103,957
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			11,103,957
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,103,957
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.62%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	THL Fund VIII Coinvestment Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
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
			1,319,626
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,319,626
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,319,626
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.31%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	THL Executive Fund VIII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
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
			847,751
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			847,751
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	847,751
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.20%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	THL Managers VIII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
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
			0
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Dun & Bradstreet Holdings, Inc. (“Issuer”)

101 JFK Parkway

Short Hills, New Jersey 07078

This statement is being filed on behalf of the following (collectively, the “Reporting Persons): (1) THL Holdco, LLC (“THL Holdco”); (2) Thomas H. Lee Advisors, LLC (“THL Advisors”); (3) Thomas H. Lee Partners, L.P. (“THL Partners”); (4) THL Managers VIII, LLC (“THL Managers VIII”); (5) THL Equity Advisors VIII, LLC (“Equity Advisors”); (6) THL Equity Fund VIII Investors (D&B), L.P. (“Equity Fund VIII (D&B)”); (7) Thomas H. Lee Parallel Fund VIII, L.P. (“Parallel Fund VIII”); (8) Thomas H. Lee Equity Fund VIII, L.P. (“THL Equity VIII”); (9) THL Fund VIII Coinvestment Partners, L.P. (“Coinvestment VIII”); and (10) THL Executive Fund VIII, L.P. (“Executive Fund VIII” and together with Equity Fund VII (D&B), Parallel Fund VIII, THL Equity VII and Coinvestment VIII, the “THL Parties”).

THL Holdco is the managing member of THL Advisors, which is in turn the general partner of THL Partners, which in turn is the general partner of Coinvestment VIII, the managing member of THL Managers VIII and the sole member of Equity Advisors, which in turn is the general partner of THL Equity VIII, Parallel Fund VIII, Executive Fund VIII and Equity Fund VIII (D&B).

The Reporting Persons have entered into a Joint Filing Agreement, dated February 12, 2021, a copy of which is filed with this Schedule 13G as Exhibit A and pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

For each of the Reporting Persons:

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

THL Holdco, LLC – Delaware

Thomas H. Lee Advisors, LLC – Delaware

Thomas H. Lee Partners, L.P. – Delaware

THL Managers VIII, LLC – Delaware

THL Equity Advisors VIII, LLC – Delaware

THL Equity Fund VIII Investors (D&B), L.P.   – Delaware

Thomas H. Lee Parallel Fund VIII, L.P. – Delaware

Thomas H. Lee Equity Fund VIII, L.P. – Delaware

THL Fund VIII Coinvestment Partners, L.P. – Delaware

THL Executive Fund VIII, L.P. – Delaware

Common Stock par value $0.0001 per share (“Common Stock”)

26484T106

The Reporting Persons beneficially own in the aggregate 103,819,610 shares of Common Stock, representing 24.54% of the Issuer’s outstanding Common Stock.  The calculation of the foregoing percentage is based on based on 423,039,089 shares of Common Stock outstanding as of October 31, 2020 (the “Outstanding Shares”), as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020.

The following shares were owned by the Reporting Persons on December 31, 2020:

THL Holdco owned 103,819,610 shares of Common Stock representing 24.54% of the Outstanding Shares.

THL Advisors owned 103,819,610 shares of Common Stock representing 24.54% of the Outstanding Shares.

THL Partners owned 103,819,610 shares of Common Stock representing 24.54% of the Outstanding Shares.

Equity Advisors owned 102,499,984 shares of Common Stock representing 24.23% of the Outstanding Shares.

This Schedule 13G does not include an aggregate of 9,664 shares of restricted Common Stock held by individuals associated with certain of the Reporting Persons for such individuals’ service on the board of directors of the Issuer. THL Partners and its affiliates have a pecuniary interest in such shares.

Each of the Reporting Persons disclaims beneficial ownership of the shares listed in this report, and this report shall not be deemed an admission the Reporting Persons is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. By virtue of the relationship among the Reporting Persons described herein, the Reporting Persons may be deemed to share beneficial ownership with respect to the shares reported herein.  Each of the Reporting Persons expressly disclaims the existence of such beneficial ownership and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities for the purpose of Section 16 or any other purposes, except to the extent of its pecuniary interest therein.

Due to that certain letter agreement, dated as of June 30, 2020, by and among the THL Parties, DNB Holdco, LLC, CC Star Holdings, LP, Bilcar, LLC and Black Knight Infoserv, LLC (collectively, the “Letter Agreement Parties”), the Letter Agreement Parties may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Exchange Act that beneficially owns, in the aggregate, 268,283,803 shares representing 62.80 % of outstanding Common Stock based on the information concerning beneficial ownership provided to the THL Parties by each of the other Letter Agreement Parties.  It is the understanding of the THL Parties that each of the other Letter Agreement Parties will be filing a separate Schedule 13G pursuant to Rule 13d-1(k)(2). The Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Letter Agreement. Except as disclosed herein, this Schedule 13G does not reflect any shares of Common Stock beneficially owned by the other Letter Agreement Parties.

The responses of the Reporting Persons to Item 4(a) are incorporated herein by reference.

See Row 5 of each cover page, incorporated herein by reference.

See Row 6 of each cover page, incorporated herein by reference.

See Row 7 of each cover page, incorporated herein by reference.

See Row 8 of each cover page, incorporated herein by reference.

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

The responses of the Reporting Persons to Items 2(a) and 4(a) are incorporated herein by reference.

Under certain circumstances, partners or members of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

Not Applicable.

See Item 4(a) above.

Not Applicable.

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.

Date: February 12, 2021	THOMAS H. LEE ADVISORS, LLC By: THL Holdco, LLC, its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL HOLDCO, LLC
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THOMAS H. LEE PARTNERS, L.P.
	By:Thomas H. Lee Advisors, LLC,
	its General Partner
	By:THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL EQUITY ADVISORS VIII, LLC
	By:Thomas H. Lee Partners, L.P.
	its Sole Member
	By:Thomas H. Lee Advisors, LLC,
	its General Partner
	By:THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

Exhibit A

Joint Filing Agreement

The undersigned hereby agree as follows:

(i)  Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii)  Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 12, 2021	THOMAS H. LEE ADVISORS, LLC
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL HOLDCO, LLC
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THOMAS H. LEE PARTNERS, L.P.
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL EQUITY ADVISORS VIII, LLC
	By: Thomas H. Lee Partners, L.P.
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

21