United States securities and exchange commission logo





                            October 19, 2020

       Mark Zagorski
       Chief Executive Officer
       DoubleVerify Holdings, Inc.
       233 Spring Street
       New York, NY 10013

                                                        Re: DoubleVerify
Holdings, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted September
22, 2020
                                                            CIK No. 0001819928

       Dear Mr. Zagorski:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Form DRS submitted September 22, 2020

       Prospectus Summary, page 1

   1.                                                   You describe yourself
as a provider of a    leading software platform for digital media
                                                        measurement and
analytics.    Please provide the basis for your characterization that you
                                                        have a leading software
platform and describe how this leadership is defined and/or
                                                        determined. For
example, it is not clear whether you are basing your leadership on
                                                        objective criteria such
as market share based on revenues for competing software
                                                        platforms in your
market category.
 Mark Zagorski
FirstName LastNameMark
DoubleVerify  Holdings, Inc.Zagorski
Comapany
October 19,NameDoubleVerify
            2020               Holdings, Inc.
October
Page 2 19, 2020 Page 2
FirstName LastName
Management   s Discussion and Analysis of Financial Condition and Results or
Operations
Components of Our Results of Operations, page 51

2.       You describe your platform as being used to verify or analyze a
variety of different
         channels, formats, and media devices. Please discuss any trends in
revenues you have
         generated from the various channels, formats or media devices. For
example, please
         clarify if any channel predominates and if you have derived a material
amount of revenue
         from new channels such as CTV video ads or mobile video ads.
Results of Operations, page 53

3.       Please revise your disclosures to provide a quantitative and
qualitative analysis of how
         your advertising revenues are impacted each period by the volume of
purchased digital
         ads and the average cost per thousand impressions ("CPM") that you
measure. This
         appears to be important and material information necessary to
understanding your
         business and results of operations. We refer you to Item
303(a)(3)(iii) of Regulation S-K
         and Sections III.D of SEC Release 33-6835.
4.       You disclose that total revenue increased by $78.4 million primarily
due to $26.8 million
         of growth in Advertiser Programmatic revenue from existing services,
$19.8 million from
         the launch of Authentic Brand Safety at the end of 2018 and $14.2
million of growth from
         Advertiser Direct revenue from increased adoption of your services on
social media
         platforms. Please revise to explain in greater detail why your
Advertiser Direct revenue
         and Supply-Side Customer revenue increased during the periods
presented. In this
         respect, your disclosures do not appear to explain approximately $17.6
million of the
         increase in your total revenues.
Critical Accounting Policies and Estimates
Fair Value of Common Stock, page 61

5.       We note from your disclosures on page F-39 that 12,044,940 stock
options and 4,050,443
         restricted stock units were granted during fiscal 2020. Please tell us
the estimated fair
         value of your common stock at each grant date after January 1, 2020
through the date of
         the filing.
Business
Integration and Channel Partnerships , page 71

6.       Please clarify the amount of revenue you generate through your
programmatic partners
         and describe your agreements with them. We note that two programmatic
partners
         facilitate payments exceeding 10% of your revenue. Please advise us
whether you are
         substantially dependent on these partners, pursuant to Item 601(b)(10)
of Regulation S-K.
 Mark Zagorski
FirstName LastNameMark
DoubleVerify  Holdings, Inc.Zagorski
Comapany
October 19,NameDoubleVerify
            2020               Holdings, Inc.
October
Page 3 19, 2020 Page 3
FirstName LastName
Certifications and Accreditations, page 74

7.       Please provide more detail as to how the certifications and
accreditations from the
         Media Rating Council and other bodies relate to your solutions and
business model.
         Please describe the industry standards that you must adhere to and are
auditing.
Regulatory Matters, page 76

8.       You reference new laws enacted in the United States, Europe and Brazil
that may
         affect your business model. Please expand this section or your
regulatory risk factors to
         discuss all material laws that regulate or limit your business.
Management, page 77

9.       You indicate that Providence Investor has nomination rights for six of
your eight board
         members under the Existing Stockholders Agreement and that you will
enter into a New
         Stockholders Agreement prior to the completion of the offering. Please
identify all board
         members that have been nominated by Providence Investors or any other
stockholder
         pursuant to rights under the stockholders agreements.
Executive Compensation, page 83

10.      We note that you entered into a separation agreement with your former
CEO Wayne
         Gattinella in February 2020. Please quantify the termination payments
paid and stock
         options issued to Mr. Gattinella under this agreement. Further, please
quantify the dollar
         amount of cash that you will pay Mr. Gattinella to repurchase his
oustanding stock options
         by October 27, 2020.
Certain Relationships and Related Party Transactions, page 94

11.      Please identify the other parties to the Registration Rights Agreement
that are related
         parties pursuant to Item 404(a) of Regulation S-K.
Corporate Opportunities, page 102

12.      On pages 32 and 102, you reference your corporate opportunities
provision of your
         certificate that will not obligate Providence Investor or their
respective affiliates from
         pursuing such opportunities without first offering them to you until
they were directed to
         do so in writing. Please clarify whether this provision will be
terminated automatically if
         Providence Investor no longer has a certain level of beneficial
ownership. Further, please
         clarify whether Providence Investor has any portfolio companies that
would be considered
         direct competitors to you in ad verification or software services.
Description of Certain Indebtedness, page 105

13.      You disclose that you will enter into a New Revolving Credit Facility
in 2020. Please
         expand your disclosure to describe the material terms of this new
credit facility when they
 Mark Zagorski
DoubleVerify Holdings, Inc.
October 19, 2020
Page 4
         are available. Further, since you disclose that the New Revolving
Credit Facility will be
         paid in full at the close of the IPO, please clarify whether this new
credit facility will be
         available for further borrowings in the future or if it will be
replaced or terminated shortly
         after the IPO.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Revenue Recognition, page F-12

14.      We note that for Advertiser Direct revenue, advertisers are provided
access to the
         Company's platform through the Company's proprietary self-service
software that
         provides the Company's customers with access to data on all their
digital ads and enables
         them to make changes to their ad strategies. Explain whether you
directly collect the fees
         paid by your customers in these arrangements or whether your partners
or other third-
         parties collect and remit payments from your customers. Clarify your
disclosures that
         indicate you face heighted payment risks since media agencies pay you
on behalf of
         multiple customers who utilize them.
15.      Please clarify your disclosures that indicate for those Supply-Side
Customer revenues
         once the minimum guaranteed amount is achieved, any excess is
recognized as earned
         based on a tiered pricing structure. Tell us whether the excess is
recognized over time or
         at a point in time.
16.      You disclose that revenue is recognized either over time or at a point
in time, as the
         Company is providing services that the customer is continuously
consuming and receiving
         benefit from or upon completion of the service. Please revise your
revenue recognition
         policy to clarify the particular service arrangements that are
recognized over time verses at
         a point in time. Explain in greater detail your disclosures that
indicate for those
         arrangements recognized over time, the Company utilizes an output
method, based on the
         volume of impressions processed.
Stock-Based Compensation, page F-17

17.      Please clarify your disclosures that indicate certain grants of stock
options to executives
         contain a performance based vesting condition, whereby the award will
vest upon the
         Company receiving cash amounts in excess of a predefined multiple of
the initial
         investment amount of its majority owner.
Note 3. Business Combinations, page F-20

18.    We note that you completed several acquisitions during fiscal 2019 and
2018. Please tell
FirstName LastNameMark Zagorski
       us your consideration of disclosing a description of the qualitative
factors that make up the
Comapany    NameDoubleVerify
       goodwill  recognized suchHoldings,  Inc.synergies from the business
combinations. We
                                 as expected
Octoberrefer
         19, you
             2020toPage
                    ASC4805-30-50-1.
FirstName LastName
 Mark Zagorski
FirstName LastNameMark
DoubleVerify  Holdings, Inc.Zagorski
Comapany
October 19,NameDoubleVerify
            2020               Holdings, Inc.
October
Page 5 19, 2020 Page 5
FirstName LastName
Note 8. Income Tax, page F-30

19.      We note that you are subject to taxation in, and to the tax laws and
regulations of, multiple
         jurisdictions as a result of the international scope of your
operations and your corporate
         entity structure. Please tell us your consideration of providing a
description of the tax
         years that remain subject to examination for foreign jurisdictions. We
refer you to ASC
         740-10-50-15.
General

20.      Please identify your underwriters in your next submission or filing.
       You may contact Morgan Youngwood, Senior Staff Accountant, at (202)
551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Morgan J. Hayes, Esq.