UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No.__)

Under the Securities Exchange Act of 1934

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DUN & BRADSTREET HOLDINGS, INC.
(Name of Issuer)

 

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

 

26484T106

(CUSIP Number)

December 31, 2020
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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 the disclosures provided in a prior cover page.

The information required in 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).

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CUSIP No. 26484T106

13G

(1) See Item 4 of this Schedule 13G.  Includes all shares of common stock beneficially owned by Cannae Holdings, LLC (“CHL”).  CHL is a wholly-owned subsidiary of Cannae Holdings, Inc. (“Cannae”).

1	NAMES OF REPORTING PERSONS
	Cannae Holdings, 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 (1) (See Item 4)
		6	SHARED VOTING POWER
			76,552,330 (1) (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (1) (See Item 4)
		8	SHARED DISPOSITIVE POWER
			76,552,330 (1) (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	76,552,330 (1) (See Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	18.1% (1) (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)  See Item 4 of this Schedule 13G.  Includes all shares of common stock beneficially owned by DNB Holdco, Inc. and its wholly-owned subsidiary (“DNB Holdco”).

CUSIP No. 26484T106

13G

(1)  See Item 4 of this Schedule 13G.

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

104 JFK Parkway

Short Hills, NJ 07078

This statement is being filed on behalf of Cannae Holdings, Inc. (“Cannae”), Cannae Holdings, LLC (“CHL”) and DNB Holdco, LLC (“DNB Holdco) (collectively, the “Reporting Persons”).  DNB Holdco is a wholly-owned subsidiary of CHL, which, in turn, is a wholly-owned subsidiary of Cannae.

An agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them is attached hereto as Exhibit 1.

The principal business office of each Reporting Person is:

1701 Village Center Circle

Las Vegas, NV 89134

Cannae is a Delaware corporation.  CHL and DNB Holdco are Delaware limited liability companies.

Common Stock, par value $0.0001 per share (“Common Stock”), of the Issuer

26484T106

Item 4

Ownership

(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer, as of December 31, 2020, are incorporated herein by reference.  As of December 31, 2020, Cannae beneficially owned an aggregate of 76,552,330 shares of Common Stock (which includes all of the shares of Common Stock owned by DNB Holdco and its wholly-owned subsidiary), representing approximately 18.1% of the shares of Common Stock outstanding (423,039,089 shares of Common Stock outstanding as of October 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed with the Securities and Exchange Commission on November 5, 2020).

Due to that certain letter agreement, dated as of June 30, 2020, by and among DNB Holdco, LLC, certain entities affiliated with Thomas H. Lee Partners, L.P., 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 DNB Holdco by each of the other Letter Agreement Parties.  It is the understanding of the DNB Holdco 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 Parties.

 

Not applicable.

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

Not applicable.

The responses of the Reporting Persons to Item 4 is incorporated herein by reference.

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.

 

EXHIBIT INDEX

 

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JOINT FILING AGREEMENT

 

This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of  common stock, $0.01 par value per share, of Dun & Bradstreet Holdings, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1).  This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

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