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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 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*
Providence VII U.S. Holdings L.P.
(Last) (First) (Middle)
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
(Street)
PROVIDENCE RI 02903
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 11/15/2023 S 12,419,953(1) D $30.275(1) 27,985,539 D(2)(3)(4)
Common Stock 11/15/2023 S 80,047(5) D $30.275(5) 180,369 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)
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*
Providence VII U.S. Holdings L.P.
(Last) (First) (Middle)
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Providence Equity GP VII-A L.P.
(Last) (First) (Middle)
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Providence Butternut Co-Investment L.P.
(Last) (First) (Middle)
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
1. Name and Address of Reporting Person*
NELSON JONATHAN M
(Last) (First) (Middle)
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Phillips J. David
(Last) (First) (Middle)
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tabet Karim A
(Last) (First) (Middle)
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tisdale Andrew A
(Last) (First) (Middle)
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dominguez Michael J
(Last) (First) (Middle)
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
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 $30.275.
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 $30.275.
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.
Remarks:
Providence VII U.S. Holdings L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer 11/17/2023
Providence Equity GP VII-A L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer 11/17/2023
Providence Butternut Co-Investment L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer 11/17/2023
/s/ Sarah N. Conde, as Attorney-in-Fact for Jonathan M. Nelson 11/17/2023
/s/ Sarah N. Conde, as Attorney-in-Fact for J. David Phillips 11/17/2023
/s/ Sarah N. Conde, as Attorney-in-Fact for Karim A. Tabet 11/17/2023
/s/ Sarah N. Conde, as Attorney-in-Fact for Andrew A. Tisdale 11/17/2023
/s/ Sarah N. Conde, as Attorney-in-Fact for Michael J. Dominguez 11/17/2023
** 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.