FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
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) 11/14/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | |||
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Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/14/2023 | M | 11,003 | A | $2.01 | 190,074 | I | By Trust(1) | ||
Common Stock | 11/14/2023 | S(2) | 11,003 | D | $31.3302(3) | 179,071 | I | By Trust(1) | ||
Common Stock | 11/15/2023 | M | 233,000 | A | $2.01 | 412,071 | I | By Trust(1) | ||
Common Stock | 11/15/2023 | M | 203,745 | A | $2.01 | 615,816 | I | By Trust(1) | ||
Common Stock | 11/15/2023 | S | 436,745 | D | $31.6868(4) | 179,071 | I | By Trust(1) |
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) | ||||
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options (Rights to Buy) | $2.01 | 11/14/2023 | M | 11,003(5) | 11/22/2021 | 09/20/2027 | Common Stock | 11,003 | $0.00 | 389,546 | I | By Trust(1) | |||
Options (Rights to Buy) | $2.01 | 11/15/2023 | M | 233,000(5) | 11/22/2021 | 09/20/2027 | Common Stock | 233,000 | $0.00 | 156,546 | I | By Trust(1) | |||
Options (Rights to Buy) | $2.01 | 11/15/2023 | M | 203,745(6) | (6) | 09/20/2027 | Common Stock | 203,745 | $0.00 | 0 | I | By Trust(1) |
Explanation of Responses: |
1. Represents shares and options held by the Laura B. Desmond Revocable Trust for which Ms. Desmond is trustee. |
2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 30, 2022. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $31.05 to $31.59, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $31.36 to $32.02, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
5. Represents non-qualified stock options granted on September 20, 2017 that vested on November 22, 2021 upon Providence VII U.S. Holdings L.P. receiving cumulative cash proceeds in respect of its investment in the Issuer equal to two times its aggregate cash investment in the Issuer. |
6. Represents non-qualified stock options granted on September 20, 2017, 25% of which vested on September 20, 2018 and the remainder of which vested at a rate of 6.25% per quarter thereafter, subject to Ms. Desmond's continued service. The options fully vested on September 20, 2021. |
Remarks: |
/s/ Andrew E. Grimmig, as Attorney-in-Fact for Laura B. Desmond | 11/16/2023 | |
** 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.