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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Cannae Holdings, Inc.
(Last) (First) (Middle)
1701 VILLAGE CENTER CIRCLE
(Street)
LAS VEGAS NV 89134
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dun & Bradstreet Holdings, Inc. [ DNB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/15/2022 P(1) 21,825,816 A $19.86 89,878,146 I See Note(2)
Common Stock 02/15/2022 J(3) 1,600,105 A $19.86 88,278,041 I See Note(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Cannae Holdings, Inc.
(Last) (First) (Middle)
1701 VILLAGE CENTER CIRCLE
(Street)
LAS VEGAS NV 89134
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cannae Holdings, LLC
(Last) (First) (Middle)
C/O CANNAE HOLDINGS, INC.
1701 VILLAGE CENTER CIRCLE
(Street)
LAS VEGAS 89134
(City) (State) (Zip)
1. Name and Address of Reporting Person*
DNB Holdco, LLC
(Last) (First) (Middle)
C/O CANNAE HOLDINGS, INC.
1701 VILLAGE CENTER CIRCLE
(Street)
LAS VEGAS NV 89134
(City) (State) (Zip)
Explanation of Responses:
1. Shares of Common Stock acquired by Cannae Holdings, LLC in connection with the sale of its interests in Optimal Blue Holdco, LLC pursuant to the Purchase Agreement, dated February 15, 2022, by and among Cannae Holdings, LLC, Black Knight, Inc., Optimal Blue I, LLC, Optimal Blue Holdco, LLC, certain investment entities affiliated with Thomas H. Lee Partners, L.P. and Black Knight Technologies, LLC.
2. This report is filed by Cannae Holdings, Inc., Cannae Holdings, LLC and DNB Holdco, LLC (collectively, the "Reporting Persons"). DNB Holdco, LLC is a wholly-owned subsidiary of Cannae Holdings, LLC, which in turn is a wholly-owned subsidiary of Cannae Holdings, Inc.
3. Shares of Common Stock transferred to Trasimene Capital Management, LLC, the external manager of each of Cannae Holdings, Inc. and Cannae Holdings, LLC, pursuant to the Amended and Restated Operating Agreement of Cannae Holdings, LLC.
4. Shares of Common Stock are directly held by the following entities following the reported transactions: 69,278,041 by DNB Holdco, LLC (following the contribution of 20,225,711 shares of Common Stock by Cannae Holdings, LLC to DNB Holdco, LLC), and 19,000,000 by Cannae Funding D, LLC, a wholly owned subsidiary of DNB Holdco, LLC.
Remarks:
Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference.
See Exhibit 99.1 for Signatures 02/17/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                   Exhibit 99.1

                              Joint Filer Information

Name of Joint Filer:                Cannae Holdings, Inc.

Address of Joint Filer:             1701 Village Center Circle
                                    Las Vegas, NV 89134

Relationship of Joint Filer to      10% Owner; Director
Issuer:

Issuer Name and Ticker or           Dun & Bradstreet Holdings, Inc. [DNB]
Trading Symbol:

Date of Earliest Transaction
Required to be Reported:            February 15, 2022

Designated Filer:	            Cannae Holdings, Inc.

Signature:

Cannae Holdings, Inc.

/s/ Michael L. Gravelle
--------------------------------------
Name:	Michael L. Gravelle
Title:	Executive Vice President, General Counsel and Corporate Secretary
Date:	February 17, 2022


                                                                   Exhibit 99.1

                              Joint Filer Information

Name of Joint Filer:                 Cannae Holdings, LLC

Address of Joint Filer:              c/o Cannae Holdings, Inc.
                                     1701 Village Center Circle
                                     Las Vegas, NV 89134

Relationship of Joint Filer to       10% Owner; Director
Issuer:

Issuer Name and Ticker or            Dun & Bradstreet Holdings, Inc. [DNB]
Trading Symbol:

Date of Earliest Transaction
Required to be Reported:             February 15, 2022

Designated Filer:                    Cannae Holdings, Inc.

Signature:

Cannae Holdings, LLC

/s/ Michael L. Gravelle
--------------------------------------

Name:	Michael L. Gravelle
Title:	Managing Director, General Counsel and Corporate Secretary
Date:	February 17, 2022


                                                                   Exhibit 99.1

                              Joint Filer Information

Name of Joint Filer:                 DNB Holdco, LLC

Address of Joint Filer:              c/o Cannae Holdings, Inc.
                                     1701 Village Center Circle
                                     Las Vegas, NV

Relationship of Joint Filer to       10% Owner; Director
Issuer:

Issuer Name and Ticker or            Dun & Bradstreet Holdings, Inc. [DNB]
Trading Symbol:

Date of Earliest Transaction
Required to be Reported:             February 15, 2022

Designated Filer:	             Cannae Holdings, Inc.
Signature:

DNB Holdco, LLC

/s/ Michael L. Gravelle
--------------------------------------
Name:	 Michael L. Gravelle
Title:	 Executive Vice President, General Counsel and Corporate Secretary
Date:    February 17, 2022