July 1, 2018
|
(Date of Event Which Requires Filing of this Statement)
|
☐ |
Rule 13d-1(b)
|
|
☒ |
Rule 13d-1(c)
|
|
☐ |
Rule 13d-1(d)
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CUSIP No.
|
69478X105
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trident IV Depository 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
None
|
|
6
|
SHARED VOTING POWER
4,363,271
|
||
7
|
SOLE DISPOSITIVE POWER
None
|
||
8
|
SHARED DISPOSITIVE POWER
4,363,271
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,363,271
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%*
|
||
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No.
|
69478X105
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trident IV, 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
Cayman Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
None
|
|
6
|
SHARED VOTING POWER
4,363,271
|
||
7
|
SOLE DISPOSITIVE POWER
None
|
||
8
|
SHARED DISPOSITIVE POWER
4,363,271
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,363,271
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%*
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No.
|
69478X105
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trident Capital IV, 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
Cayman Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
None
|
|
6
|
SHARED VOTING POWER
4,363,271
|
||
7
|
SOLE DISPOSITIVE POWER
None
|
||
8
|
SHARED DISPOSITIVE POWER
4,363,271
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,363,271
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%*
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No.
|
69478X105
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trident IV PF Depository 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
None
|
|
6
|
SHARED VOTING POWER
73,874
|
||
7
|
SOLE DISPOSITIVE POWER
None
|
||
8
|
SHARED DISPOSITIVE POWER
73,874
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,874
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%*
|
||
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No.
|
69478X105
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trident IV Professionals Fund, 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
Cayman Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
None
|
|
6
|
SHARED VOTING POWER
73,874
|
||
7
|
SOLE DISPOSITIVE POWER
None
|
||
8
|
SHARED DISPOSITIVE POWER
73,874
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,874
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%*
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No.
|
69478X105
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stone Point GP Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
None
|
|
6
|
SHARED VOTING POWER
73,874
|
||
7
|
SOLE DISPOSITIVE POWER
None
|
||
8
|
SHARED DISPOSITIVE POWER
73,874
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,874
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%*
|
||
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No.
|
69478X105
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stone Point Capital 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
None
|
|
6
|
SHARED VOTING POWER
4,437,145
|
||
7
|
SOLE DISPOSITIVE POWER
None
|
||
8
|
SHARED DISPOSITIVE POWER
4,437,145
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,437,145
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%*
|
||
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No.
|
69478X105
|
ITEM 1(a)
|
NAME OF ISSUER:
|
ITEM 1(b)
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
ITEM 2(a)
|
NAME OF PERSON FILING:
|
ITEM 2(b)
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
ITEM 2(c)
|
CITIZENSHIP:
|
ITEM 2(d)
|
TITLE OF CLASS OF SECURITIES:
|
CUSIP No.
|
69478X105
|
ITEM 2(e)
|
CUSIP NO.:
|
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:
|
ITEM 4.
|
OWNERSHIP
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
|
CUSIP No.
|
69478X105
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
ITEM 10.
|
CERTIFICATION.
|
(a)
|
Not applicable.
|
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(b)
|
||
(c)
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
TRIDENT IV DEPOSITORY HOLDINGS, LLC
|
|||
By: Trident IV, L.P., its sole member
|
|||
By: Trident Capital IV, L.P., its sole general partner
|
|||
By: DW Trident GP, LLC, a general partner
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Member
|
||
TRIDENT IV, L.P.
|
|||
By: Trident Capital IV, L.P., its sole general partner
|
|||
By: DW Trident GP, LLC, a general partner
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Member
|
||
TRIDENT CAPITAL IV, L.P.
|
|||
By: DW Trident GP, LLC, a general partner
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Member
|
||
TRIDENT IV PF DEPOSITORY HOLDINGS, LLC
|
|||
By: Trident IV Professionals Fund, L.P., its sole member
|
|||
By: Stone Point GP Ltd., a general partner
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Secretary
|
TRIDENT IV PROFESSIONALS FUND, L.P.
|
|||
By: Stone Point GP Ltd., its sole general partner
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Secretary
|
||
STONE POINT GP LTD.
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Secretary
|
||
STONE POINT CAPITAL LLC
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Senior Principal
|
TRIDENT IV DEPOSITORY HOLDINGS, LLC
|
|||
By: Trident IV, L.P., its sole member
|
|||
By: Trident Capital IV, L.P., its sole general partner
|
|||
By: DW Trident GP, LLC, a general partner
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Member
|
||
TRIDENT IV, L.P.
|
|||
By: Trident Capital IV, L.P., its sole general partner
|
|||
By: DW Trident GP, LLC, a general partner
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Member
|
||
TRIDENT CAPITAL IV, L.P.
|
|||
By: DW Trident GP, LLC, a general partner
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Member
|
||
TRIDENT IV PF DEPOSITORY HOLDINGS, LLC
|
|||
By: Trident IV Professionals Fund, L.P., its sole member
|
|||
By: Stone Point GP Ltd., a general partner
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Secretary
|
||
TRIDENT IV PROFESSIONALS FUND, L.P.
|
|||
By: Stone Point GP Ltd., its sole general partner
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Secretary
|
||
STONE POINT GP LTD.
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Secretary
|
||
STONE POINT CAPITAL LLC
|
|||
By:
|
/s/ David J. Wermuth
|
||
Name:
|
David J. Wermuth
|
||
Title:
|
Senior Principal
|