SEA VII Management Form 4 Change in insider ownership

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^*

SEA VII Management, LLC

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Definitive Healthcare Corp. [ DH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Class B Common Stock	08/08/2022		J(1)(2)		1,100,000	D	(1)(2)	22,991,844	I	See note(3)
Class A Common Stock	08/08/2022		C(1)(2)		1,100,000	A	(1)(2)	3,608,971	I	See note(3)
Class A Common Stock	08/08/2022		S		1,100,000(4)	D	$24.5	2,508,971	I	See note(3)
Class B Common Stock	08/09/2022		J(2)(5)		1,016,000	D	(2)(5)	21,975,844	I	See note(3)
Class A Common Stock	08/09/2022		C(2)(5)		1,016,000	A	(2)(5)	3,524,971	I	See note(3)
Class A Common Stock	08/09/2022		S		1,016,000(6)	D	$22.75	2,508,971	I	See note(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
LLC Units of AIDH Topco, LLC	(2)	08/08/2022		C(1)(2)			1,100,000	(2)	(2)	Class A Common Stock	1,100,000(2)	(1)(2)	22,991,844	I	See note(3)
LLC Units of AIDH Topco, LLC	(2)	08/09/2022		C(2)(5)			1,016,000	(2)	(2)	Class A Common Stock	1,016,000(2)	(2)(5)	21,975,844	I	See note(3)

1. Name and Address of Reporting Person^*

SEA VII Management, LLC

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SE VII DHC AIV, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET,

20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SE VII DHC AIV Feeder, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET,

20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Spectrum VII Investment Managers' Fund, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET,

20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Spectrum VII Co-Investment Fund, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET,

20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Spectrum Equity Associates VII, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET,

20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Explanation of Responses:

1. See Exhibit 99.1 for the text of footnote (1).

2. See Exhibit 99.1 for the text of footnote (2).

3. See Exhibit 99.1 for the text of footnote (3).

4. See Exhibit 99.1 for the text of footnote (4).

5. See Exhibit 99.1 for the text of footnote (5).

6. See Exhibit 99.1 for the text of footnote (6).

Remarks:

Christopher T. Mitchell, a Managing Director of Spectrum and Jeffrey C. Haywood, a Managing Director of Spectrum (together, the "Spectrum Directors"), each serve on the board of directors of the Issuer, and have been deputized to represent the Reporting Persons on the board of directors. By virtue of the Spectrum Directors' representation, for purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons may be deemed directors by deputization of the Issuer. The Spectrum Directors have filed separate Section 16 reports disclosing securities of the Issuer that they may be deemed to beneficially own for Section 16 purposes.

	SEA VII MANAGEMENT, LLC, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer	08/10/2022
	SE VII DHC AIV, L.P., By: Spectrum Equity Associates VII, L.P., its general partner, By: SEA VII Management, LLC, its general partner, By: /s/Carolina A. Picazo, its Chief Administrative Officer & Chief Compliance Officer	08/10/2022
	SE VII DHC AIV FEEDER, L.P., By: Spectrum Equity Associates VII, L.P., its general partner, By: SEA Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer	08/10/2022
	SPECTRUM VII INVESTMENT MANAGERS' FUND, L.P., By: SEA Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer	08/10/2022
	SPECTRUM VII CO-INVESTMENT FUND, L.P., By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer	08/10/2022
	SPECTRUM EQUITY ASSOCIATES VII, L.P., By: SEA Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer	08/10/2022
	** 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).
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