Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

Amendment and Restatement of Certificate of Incorporation

On May 26, 2020, the Company's Sixth Amended and Restated Certificate of Incorporation became effective. A description of the Sixth Amended and Restated Certificate of Incorporation is set forth in the section of the Company's prospectus filed on May 22, 2020 pursuant to Rule 424(b) under the Securities Act relating to the Company's Registration Statement on Form S-1, as amended (Registration No. 333-236555) (the "Prospectus") entitled "Description of Capital Stock." The description of the Sixth Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Sixth Amended and Restated Certificate of Incorporation attached hereto as Exhibit 3.1.

Amendment and Restatement of Bylaws

On May 26, 2020, the Company's Amended and Restated Bylaws became effective. A description of the Amended and Restated Bylaws is set forth in the section of the Prospectus entitled "Description of Capital Stock." The description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws attached hereto as Exhibit 3.2.

Item 8.01. Other Events.

On May 26, 2020, the Company consummated its previously announced initial public offering of 32,775,000 shares of its common stock, par value $0.01 per share (the "Common Stock"), including the full exercise by the underwriters of their option to purchase 4,275,000 additional shares of Common Stock, at a price to the public of $20.00 per share (the "IPO"). The Company sold 18,000,000 shares of Common Stock in the IPO and certain of its existing stockholders sold 14,775,000 shares of Common Stock in the IPO. On May 26, 2020, the Company issued a press release in connection with the closing of the IPO. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.        Description

 3.1           Sixth Amended and Restated Certificate of Incorporation of
             SelectQuote, Inc.

 3.2           Amended and Restated Bylaws of SelectQuote, Inc.

99.1           Press Release dated May 26, 2020

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