| 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 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/20/2021 | 3. Issuer Name and Ticker or Trading Symbol DoubleVerify Holdings, Inc. [ DV ] | |||||||||||||
| 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)
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| 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 | 190,393 | I | By Trust(1) |
| 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 | ||||
| Options (Rights to Buy) | (2) | 09/20/2027 | Common Stock | 721,694 | 2.01 | I | By Trust(1) |
| Options (Rights to Buy) | (3) | 09/20/2027 | Common Stock | 721,694 | 2.01 | I | By Trust(1) |
| Restricted Stock Units | (4) | (4) | Common Stock | 18,519 | (5) | I | By Trust(1) |
| Restricted Stock Units | (6) | (6) | Common Stock | 54,264 | (5) | I | By Trust(1) |
| Restricted Stock Units | 04/27/2021(7) | (7) | Common Stock | 31,008 | (5) | I | By Trust(1) |
| Explanation of Responses: |
| 1. Represents shares, options and restricted stock units held by the Laura B. Desmond Revocable Trust for which Ms. Desmond is trustee. |
| 2. Represents non-qualified stock options granted on September 20, 2017, 25% of which vested on September 20, 2018 and the remainder of which have continued, and will continue, to vest at a rate of 6.25% per quarter thereafter, subject to Ms. Desmond's continued service. |
| 3. Represents non-qualified stock options granted on September 20, 2017 that vest upon the date that Providence VII U.S. Holdings L.P. receives cumulative cash proceeds in respect of its investment in DoubleVerify Holdings, Inc. (the "Company") equal to two times its aggregate cash investment in the Company, subject to Ms. Desmond's continued service. |
| 4. Represents time vesting restricted stock units granted on September 20, 2019 that vested/vest in two equal installments on September 20, 2020 and September 20, 2021, subject to Ms. Desmond's continued service (unless Ms. Desmond's service is terminated by the Company without cause, or by reason of Ms. Desmond's death or disability, in which case all of the unvested restricted stock units will accelerate and fully vest). |
| 5. Restricted stock units convert into common stock on a one-for-one basis. |
| 6. Represents time vesting restricted stock units granted on April 27, 2020 that vest in two equal installments on April 27, 2021 and April 27, 2022, subject to Ms. Desmond's continued service. |
| 7. Represents time vesting restricted stock units granted on April 27, 2020 that vest on April 27, 2021, subject to Ms. Desmond's continued service (unless Ms. Desmond's service is terminated by the Company without cause, or by reason of Ms. Desmond's death or disability, in which case all of the unvested restricted stock units will accelerate and fully vest). |
| Remarks: |
| Exhibit List: Ex.24 - Power of Attorney |
| /s/ Andrew E. Grimmig, as Attorney-in-Fact for Laura B. Desmond | 04/20/2021 | |
| ** 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. | ||
