PROSIGHT GLOBAL, INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

The information related to the Amendment (as defined below) set forth under Item 5.02 hereto is incorporated by reference into this Item 1.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On January 23, 2020, Mr. Joseph Beneducci resigned from his position as Executive Chairman of ProSight Global Inc. (the "Company"), effective as of February 1, 2020, to pursue interests outside of the Company, including forming an independent agency that will become an exclusive distribution partner of the Company in new customer niches where the Company supports captives. Mr. Beneducci's resignation is not a result of any disagreement with the Company relating to its operations, policies or practices. In connection with Mr. Beneducci's resignation, the Company's board of directors appointed Steven Carlsen, the board of directors' current lead director, to serve as Chairperson of the Board, effective February 1, 2020.

In connection with his resignation, the Company and Mr. Beneducci have entered into an amendment (the "Amendment") of the previously disclosed Transition and Separation Agreement, dated May 3, 2019, between Mr. Beneducci and the Company (the "Separation Agreement"). Among other items, the Amendment provides that, subject to his execution and delivery of a general release of claims no earlier than February 1, 2020 and within thirty (30) days following such date, and expiration of the seven (7) -day revocation period without revocation of such general release of claims (such period, the "Release Review Period"), and consistent with the Separation Agreement, Mr. Beneducci will be entitled to (i) lump sum payments of $354,000 and $675,000, respectively, on the first Company payroll date following the end of the Release Review Period, (ii) an amount equal to $3,000,000, payable quarterly in advance for the succeeding quarter in equal installments during the eighteen (18) month period following February 1, 2020, with the first installment payment to be made on the Company's first payroll date following the end of the Release Review Period, and (iii) settlement of 66,415 vested restricted stock units into shares of common stock of the Company on the date that is 181 days after February 1, 2020. In addition, the Amendment provides that, notwithstanding the restrictive covenants of the Separation Agreement, Mr. Beneducci is permitted to form, own and operate an insurance brokerage entity to underwrite, bind, and service insurance policies in customer niches where the Company supports captives exclusively for the Company pursuant to a Niche Management Agreement. Other than permitting Mr. Beneducci's operation of such brokerage, the non-solicit and non-compete provisions in the Separation Agreement remain unchanged. The Company's entry into both the Amendment and the niche management agreement with Mr. Beneducci were reviewed and approved consistent with the Company's Related Party Transaction Policy.

The foregoing description of Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The terms of the Separation Agreement, prior to the Amendment, are described in the Company's Prospectus filed with the Securities and Exchange Commission on July 25, 2019 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, under the caption "Executive Compensation - Employment Agreements - Mr. Beneducci" and the Separation Agreement was filed as Exhibit 10.15 to the Company's Form S-1 Registration Statement (File No. 333-232440).

 Item 8.01. Other Events.

On January 28, 2020, the Company issued a press release regarding Mr. Beneducci's resignation and post-resignation partnership with the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

                  Exhibit Index to Current Report on Form 8-K

Exhibit
 Number    Description
  10.1       Amendment to Transition and Separation Agreement.
  99.1       Press Release, dated January 28, 2020.

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