| 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) 09/15/2021 | 3. Issuer Name and Ticker or Trading Symbol Definitive Healthcare Corp. [ DH ] | |||||||||||||
| 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 | |||
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| 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) |
| Class A common stock | 56,944(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| LLC Units of AIDH Management Holdings, LLC | (2)(3) | (2)(3) | Class A common stock | 467,503 | (2)(3) | D | |
| Explanation of Responses: |
| 1. Represents restricted stock units subject to time-based vesting, 25% of which vest on the first anniversary of the date of grant, and the remaining 75% of which vest in substantially equal installments at the end of each three-month period measured from the first anniversary of the date of grant for a period of 36 months, subject to the Reporting Person's continued service with the Issuer and the terms of the applicable award agreement. |
| 2. AIDH Management Holdings, LLC ("Management Holdings") is a special purpose investment vehicle through which interests in AIDH Topco, LLC are indirectly owned. Certain unvested awards vest in equal installments on each of the first, second and third anniversaries of the Issuer's initial public offering, and the remainder of the unvested awards continue to vest pursuant to a four-year annual vesting schedule. Once vested the Reporting Person may exchange LLC Units of Management Holdings for LLC Units of AIDH Topco, LLC on a one-for-one basis, which are exchanged for shares of Class A common stock of the Issuer on a one-for-one basis, subject to certain exceptions, conditions and adjustments. The LLC Units of Management Holdings have no expiration date. |
| 3. (Continued from Footnote 2) At the time of any such exchange, an equal number of shares of Class B Common Stock of the Issuer held by the Reporting Person, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, are cancelled. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| By:/s/ David Samuels, as attorney-in-fact | 09/15/2021 | |
| ** 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. | ||
