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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DoubleVerify Holdings, Inc. [ DV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/23/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/23/2021 | S | 5,992,869(1) | D | (1) | 90,148,070 | I | See footnotes(2)(3)(4) | ||
| Common Stock | 04/23/2021 | C | 871,520 | A | $0.00 | 871,520 | I | By Providence Public Master L.P.(4)(5)(6) | ||
| Common Stock | 04/23/2021 | C | 581,014 | A | $0.00 | 581,014 | I | By Providence Butternut Co-Investment L.P.(4)(7)(8) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Preferred Stock | (5) | 04/23/2021 | C | 2,614,561 | (5) | (5) | Common Stock | 2,614,561 | $0.00 | 0 | I | By Providence Public Master L.P.(4)(5)(6) | |||
| Series A Preferred Stock | (8) | 04/23/2021 | C | 1,743,041 | (8) | (8) | Common Stock | 1,743,041 | $0.00 | 0 | I | By Providence Butternut Co-Investment L.P.(4)(7)(8) | |||
| Explanation of Responses: |
| 1. The securities reported represent 4,881,758 shares of common stock of DoubleVerify Holdings, Inc. (the "Issuer") sold by Providence VII U.S. Holdings L.P. ("Providence VII") in the Issuer's initial public offering (the "IPO") at a net price per share of $25.38 after deducting underwriting discounts and commissions and 1,111,111 shares of the Issuer's common stock sold by Providence VII in a secondary transaction concurrent with the IPO at a price per share of $27.00. |
| 2. The securities reported are held directly by Providence VII and may be deemed to be beneficially owned by Providence Equity GP VII-A L.P. ("Providence GP") because Providence GP is the general partner of Providence VII. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez control Providence Holdco (International) GP Ltd. ("Holdco"), which is the general partner of Providence Fund Holdco (International) L.P. Providence Fund Holdco (International) L.P. is the general partner of PEP VII-A International Ltd., which is the general partner of Providence GP. |
| 3. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez may be deemed to exercise voting and investment power over, and thus may be deemed to beneficially own, the securities held by Providence VII due to their relationships with Holdco. R. Davis Noell hereby disclaims beneficial ownership of the shares held by Providence VII, except to the extent of his pecuniary interest therein, and this form shall not be construed as an admission that R. Davis Noell is the beneficial owner of any of the securities reported on this form. |
| 4. The record and other beneficial owners of the reported securities have separately filed Form 4s. |
| 5. The securities reported are held directly by Providence Public Master L.P., which had the right to acquire 871,520 shares of common stock of the Issuer upon the conversion of 2,614,561 shares of Series A Preferred Stock at a conversion rate of one-third of a share of common stock for every three shares of Series A Preferred Stock. Each outstanding share of Series A Preferred Stock automatically converted into one-third of a share of common stock of the Issuer for no additional consideration upon the completion of the IPO. Providence Public Master L.P. is an investment fund affiliated with Providence VII and thus Providence VII and R. Davis Noell may be deemed to beneficially own the securities held by Providence Public Master L.P. |
| 6. R. Davis Noell hereby disclaims beneficial ownership of the securities held by Providence Public Master L.P., except to the extent of his pecuniary interest therein, and this form shall not be construed as an admission that R. Davis Noell is the beneficial owner of any of the securities reported on this form. |
| 7. R. Davis Noell hereby disclaims beneficial ownership of the securities held by Providence Butternut Co-Investment L.P., except to the extent of his pecuniary interest therein, and this form shall not be construed as an admission that R. Davis Noell is the beneficial owner of any of the securities reported on this form. |
| 8. The securities reported are held directly by Providence Butternut Co-Investment L.P., which had the right to acquire 581,014 shares of common stock of the Issuer upon the conversion of 1,743,041 shares of Series A Preferred Stock at a conversion rate of one-third of a share of common stock for every three shares of Series A Preferred Stock. Each outstanding share of Series A Preferred Stock automatically converted into one-third of a share of common stock of the Issuer for no additional consideration upon the completion of the IPO. Providence Butternut Co-Investment L.P. is an investment fund affiliated with Providence VII and thus Providence VII and R. Davis Noell may be deemed to beneficially own the securities held by Providence Butternut Co-Investment L.P. |
| Remarks: |
| Exhibit List: Ex.24 - Power of Attorney |
| /s/ Sarah N. Conde, as Attorney-in-Fact for Robert David Noell | 04/27/2021 | |
| ** 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. | ||