SEC Form 4
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).
X
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*
Desmond Laura

(Last) (First) (Middle)
C/O DOUBLEVERIFY HOLDINGS, INC.
462 BROADWAY

(Street)
NEW YORK NY 10013

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DoubleVerify Holdings, Inc. [ DV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 11/14/2023 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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
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.