DNB Dun and Bradstreet Corp

 

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

Exhibit A

Joint Filing Agreement, dated as of February 16, 2021, by and among the Reporting Persons (incorporated herein by reference to Exhibit A to that certain Schedule 13G filed on February 16, 2021, by the Reporting Persons with the Securities and Exchange Commission).

 

 

 

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