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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DoubleVerify Holdings, Inc. [ DV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2022 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 11/15/2022 | S | 9,268,742(1) | D | $26.133(1) | 68,598,782 | D(2)(3)(4) | |||
Common Stock | 11/15/2022 | S | 59,738(5) | D | $26.133(5) | 442,126 | I | By Providence Butternut Co-Investment L.P.(4)(6)(7) | ||
Common Stock | 11/15/2022 | S | 671,520(8) | D | $26.133(8) | 0 | I | By Providence Public Master L.P.(9) | ||
Common Stock | 11/17/2022 | S | 1,490,394(10) | D | $26.133(10) | 67,108,388 | D(2)(3)(4) | |||
Common Stock | 11/17/2022 | S | 9,606(11) | D | $26.133(11) | 432,520 | I | By Providence Butternut Co-Investment L.P.(4)(6)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The securities reported represent shares of common stock of DoubleVerify Holdings, Inc. (the "Issuer") sold by Providence VII U.S. Holdings L.P. ("Providence VII") in an underwritten offering at a net price per share of $26.133. This amount represents the public offering price of $26.40 per share less the underwriting discount of $0.267 per share. |
2. The securities reported are held directly by Providence VII and may be deemed to be beneficially owned by Providence Equity GP VII-A L.P. ("Providence GP") because Providence GP is the general partner of Providence VII. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez control Providence Holdco (International) GP Ltd. ("Holdco"), which is the general partner of Providence Fund Holdco (International) L.P. Providence Fund Holdco (International) L.P. is the general partner of PEP VII-A International Ltd., which is the general partner of Providence GP. |
3. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez may be deemed to exercise voting and investment power over, and thus may be deemed to beneficially own, the securities held by Providence VII due to their relationships with Holdco. Each of Providence GP, Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez hereby disclaims beneficial ownership of the shares held by Providence VII, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |
4. R. Davis Noell has separately filed a Form 4. |
5. The securities reported represent shares of common stock of the Issuer sold by Providence Butternut Co-Investment L.P. ("Providence Butternut") in an underwritten offering at a net price per share of $26.133. This amount represents the public offering price of $26.40 per share less the underwriting discount of $0.267 per share. |
6. The securities reported are held directly by Providence Butternut and may be deemed to be beneficially owned by Providence GP because Providence GP is the general partner of Providence Butternut. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez control Holdco, which is the general partner of Providence Fund Holdco (International) L.P. Providence Fund Holdco (International) L.P. is the general partner of PEP VII-A International Ltd., which is the general partner of Providence GP. |
7. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez may be deemed to exercise voting and investment power over, and thus may be deemed to beneficially own, the securities held by Providence Butternut due to their relationships with Holdco. Each of Providence GP, Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez hereby disclaims beneficial ownership of the shares held by Providence Butternut, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |
8. The securities reported represent shares of common stock of the Issuer sold by Providence Public Master L.P. in an underwritten offering at a net price per share of $26.133. This amount represents the public offering price of $26.40 per share less the underwriting discount of $0.267 per share. As a result of the underwritten offering, Providence Public Master L.P. no longer holds any shares of the Issuer's common stock. |
9. The securities reported were held directly by Providence Public Master L.P. Providence Public Master L.P. is an investment fund affiliated with Providence VII and thus Providence VII may have been deemed to beneficially own the securities that were held by Providence Public Master L.P. |
10. The securities reported represent shares of common stock of the Issuer sold by Providence VII, after the underwriter's exercise of their option to purchase an additional 1,490,394 shares of the Issuer's common stock from Providence VII, in an underwritten offering at a net price per share of $26.133. This amount represents the public offering price of $26.40 per share less the underwriting discount of $0.267 per share. |
11. The securities reported represent shares of common stock of the Issuer sold by Providence Butternut, after the underwriter's exercise of their option to purchase an additional 9,606 shares of the Issuer's common stock from Providence Butternut, in an underwritten offering at a net price per share of $26.133. This amount represents the public offering price of $26.40 per share less the underwriting discount of $0.267 per share. |
Remarks: |
Providence VII U.S. Holdings L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer | 11/17/2022 | |
Providence Equity GP VII-A L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer | 11/17/2022 | |
Providence Public Master L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer | 11/17/2022 | |
Providence Butternut Co-Investment L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer | 11/17/2022 | |
/s/ Sarah N. Conde, as Attorney-in-Fact for Jonathan M. Nelson | 11/17/2022 | |
/s/ Sarah N. Conde, as Attorney-in-Fact for J. David Phillips | 11/17/2022 | |
/s/ Sarah N. Conde, as Attorney-in-Fact for Karim A. Tabet | 11/17/2022 | |
/s/ Sarah N. Conde, as Attorney-in-Fact for Andrew A. Tisdale | 11/17/2022 | |
/s/ Sarah N. Conde, as Attorney-in-Fact for Michael J. Dominguez | 11/17/2022 | |
** 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). | ||
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. |