Cvent Holding (CVT) Form 3 CVENT HOLDING / Rajeev K. Aggarwal ownership change

SEC Form 3

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^*

Aggarwal Rajeev K.

(Last) (First) (Middle)

C/O CVENT HOLDING CORP.

1765 GREENSBORO STATION PLACE,7TH FLOOR

(Street)

TYSONS CORNER VA 22102

(City) (State) (Zip)

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)

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

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

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

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

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	9,395,091(1)	D
Common Stock	2,249,957(1)	I	By Reggie and Dharini Aggarwal Irrevocable Trust (2011)

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	9,081,513	3.66	D
Stock Option (right to buy)	(2)(3)	08/29/2027	Common Stock	136,141	3.66	D
Stock Option (right to buy)	(2)(4)	04/07/2031	Common Stock	4,051,556	5.07	I	By Reggie and Dharini Aggarwal Irrevocable Trust (2011)

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:

Exhibit 24 - Power of Attorney

	/s/ Lawrence J. Samuelson, attorney-in-fact for Rajeev K. Aggarwal	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).
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