UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Options (Rights to Buy) | (1) | 07/28/2030 | Common Stock | 1,083,333 | $ 6.93 | D | |
Options (Rights to Buy) | (2) | 07/28/2030 | Common Stock | 1,083,333 | $ 13.86 | D | |
Restricted Stock Units | (3) | (3) | Common Stock | 166,667 | $ (4) | D | |
Restricted Stock Units | 07/21/2021(5) | (5) | Common Stock | 86,580 | $ (4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Zagorski Mark C/O DOUBLEVERIFY HOLDINGS, INC. 233 SPRING STREET NEW YORK, NY 10013 |
X | Chief Executive Officer |
/s/ Andrew E. Grimmig, as Attorney-in-Fact for Mark S. Zagorski | 04/20/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents non-qualified stock options granted on July 28, 2020, 25% of which vest on July 21, 2021, which is the one-year anniversary of Mr. Zagorski's commencement of employment, and then at a rate of 6.25% per quarter over the next 12 quarters, subject in all cases to Mr. Zagorski's continued employment through the applicable vesting date. Notwithstanding the foregoing, upon the completion of the initial public offering (the "IPO") of common stock of DoubleVerify Holdings, Inc., the options that would have vested over the 12 months following the completion of the IPO will vest, and the remaining options will vest on their original vesting schedule without regard to the aforementioned acceleration. |
(2) | Represents non-qualified stock options granted on July 28, 2020 that are subject to the same time vesting criteria as the options described in note 1 above (including in respect of the accelerated vesting upon the completion of the IPO). |
(3) | Represents time vesting restricted stock units granted on July 28, 2020 that are subject to the same time vesting criteria as the options described in note 1 above (including in respect of the accelerated vesting upon the completion of the IPO). |
(4) | Restricted stock units convert into common stock on a one-for-one basis. |
(5) | Represents time vesting restricted stock units granted on July 28, 2020 that vest on July 21, 2021, subject to Mr. Zagorski's continued employment. |
Remarks: Exhibit List: Ex.24 - Power of Attorney |