| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/08/2021 | 3. Issuer Name and Ticker or Trading Symbol CVENT HOLDING CORP. [ CVT ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 954,348(1) | I | By Charles Vijendra Ghoorah Revocable Trust (2013) |
| Common Stock | 136,141(1) | I | By Charles V. Ghoorah Irrevocable Trust (2013) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (2)(3) | 05/26/2027 | Common Stock | 4,079,238 | 3.66 | D | |
| Stock Option (right to buy) | (2)(3) | 05/26/2027 | Common Stock | 815,938 | 3.66 | I | By Charles V. Ghoorah Irrevocable Trust (2013) |
| Stock Option (right to buy) | (2)(3) | 08/29/2027 | Common Stock | 13,614 | 3.66 | D | |
| Stock Option (right to buy) | (2)(4) | 04/07/2031 | Common Stock | 1,215,285 | 5.07 | I | By Charles V. Ghoorah Irrevocable Trust (2013) |
| Explanation of Responses: |
| 1. On December 8, 2021 (the "Closing Date"), Cvent Holding Corp. (the "Issuer"), formerly known as Dragoneer Growth Opportunities Corp. II, acquired Papay Topco, Inc. ("Legacy Cvent") in a series of mergers (the "Mergers") pursuant to a Business Combination Agreement (the "Business Combination Agreement") by and among the Issuer, Redwood Opportunity Merger Sub, Inc., Redwood Merger Sub LLC, and Legacy Cvent. In accordance with the terms and subject to the conditions of the Business Combination Agreement, on the Closing Date, each share of Legacy Cvent Common Stock held by the Reporting Person was converted into the right to receive shares of common stock, par value $0.0001 per share, of the Issuer (the "New Cvent Common Stock"). |
| 2. On the Closing Date, in accordance with the terms and subject to the conditions of the Business Combination Agreement, each outstanding equity award of Legacy Cvent was exchanged for comparable equity awards that are exercisable for shares of New Cvent Common Stock. Accordingly, the Reporting Person received stock options of the Issuer to purchase New Cvent Common Stock (the "New Cvent Options"), subject to the same vesting terms as the corresponding options to purchase common stock of Legacy Cvent (the "Legacy Cvent Options"). |
| 3. Such New Cvent Options held by the Reporting Person were granted subject to service-based vesting requirements that applied with respect to the applicable Legacy Cvent Options. Accordingly, such New Cvent Options are deemed to have become fully vested and exercisable on November 29, 2020. |
| 4. Such New Cvent Options held by the Reporting Person were granted subject to service-based vesting requirements that applied with respect to the applicable Legacy Cvent Options, as follows: 25% will vest on March 15, 2022 and the remaining 75% will vest on March 15, 2023, subject to the Reporting Person's continuous service with the Issuer through each applicable vesting date. |
| Remarks: |
| President of Worldwide Sales and Marketing Exhibit 24 - Power of Attorney |
| /s/ Lawrence J. Samuelson, attorney-in-fact for Charles V. Ghoorah | 12/20/2021 | |
| ** 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 5 (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. | ||
