3//SEC Filing
NELSON JONATHAN M 3
Accession 0001209191-21-027557
CIK 0001819928other
Filed
Apr 19, 8:00 PM ET
Accepted
Apr 20, 4:05 PM ET
Size
26.4 KB
Accession
0001209191-21-027557
Insider Transaction Report
Form 3
Providence Public Master L.P.
10% Owner
Holdings
- 96,140,939
Common Stock
- (indirect: By Providence Butternut Co-Investment L.P.)
Series A Preferred Stock
→ Common Stock (1,743,041 underlying) - (indirect: By Providence Public Master L.P.)
Series A Preferred Stock
→ Common Stock (2,614,561 underlying)
NELSON JONATHAN M
10% Owner
Holdings
- (indirect: By Providence Butternut Co-Investment L.P.)
Series A Preferred Stock
→ Common Stock (1,743,041 underlying) - 96,140,939
Common Stock
- (indirect: By Providence Public Master L.P.)
Series A Preferred Stock
→ Common Stock (2,614,561 underlying)
Phillips J. David
10% Owner
Holdings
- (indirect: By Providence Public Master L.P.)
Series A Preferred Stock
→ Common Stock (2,614,561 underlying) - 96,140,939
Common Stock
- (indirect: By Providence Butternut Co-Investment L.P.)
Series A Preferred Stock
→ Common Stock (1,743,041 underlying)
Tabet Karim A
10% Owner
Holdings
- (indirect: By Providence Butternut Co-Investment L.P.)
Series A Preferred Stock
→ Common Stock (1,743,041 underlying) - (indirect: By Providence Public Master L.P.)
Series A Preferred Stock
→ Common Stock (2,614,561 underlying) - 96,140,939
Common Stock
Tisdale Andrew A
10% Owner
Holdings
- (indirect: By Providence Public Master L.P.)
Series A Preferred Stock
→ Common Stock (2,614,561 underlying) - (indirect: By Providence Butternut Co-Investment L.P.)
Series A Preferred Stock
→ Common Stock (1,743,041 underlying) - 96,140,939
Common Stock
Providence VII U.S. Holdings L.P.
10% Owner
Holdings
- 96,140,939
Common Stock
- (indirect: By Providence Public Master L.P.)
Series A Preferred Stock
→ Common Stock (2,614,561 underlying) - (indirect: By Providence Butternut Co-Investment L.P.)
Series A Preferred Stock
→ Common Stock (1,743,041 underlying)
Providence Equity GP VII-A L.P.
10% Owner
Holdings
- 96,140,939
Common Stock
- (indirect: By Providence Public Master L.P.)
Series A Preferred Stock
→ Common Stock (2,614,561 underlying) - (indirect: By Providence Butternut Co-Investment L.P.)
Series A Preferred Stock
→ Common Stock (1,743,041 underlying)
Dominguez Michael J
10% Owner
Holdings
- (indirect: By Providence Public Master L.P.)
Series A Preferred Stock
→ Common Stock (2,614,561 underlying) - (indirect: By Providence Butternut Co-Investment L.P.)
Series A Preferred Stock
→ Common Stock (1,743,041 underlying) - 96,140,939
Common Stock
Holdings
- 96,140,939
Common Stock
- (indirect: By Providence Public Master L.P.)
Series A Preferred Stock
→ Common Stock (2,614,561 underlying) - (indirect: By Providence Butternut Co-Investment L.P.)
Series A Preferred Stock
→ Common Stock (1,743,041 underlying)
Footnotes (5)
- [F1]The securities reported are held directly by Providence VII U.S. Holdings L.P. ("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.
- [F2]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.
- [F3]R. Davis Noell has separately filed a Form 3.
- [F4]The securities reported are held directly by Providence Public Master L.P., which has the right to acquire 871,520 shares of common stock of DoubleVerify Holdings, Inc. (the "Issuer") upon the conversion of 2,614,561 shares of Series A Preferred Stock at a conversion rate of one-third of a share of common stock for every three shares of Series A Preferred Stock. Such conversion may be effected at any time while such preferred shares are outstanding. Each outstanding share of Series A Preferred Stock will automatically convert into one-third of a share of common stock of the Issuer for no additional consideration upon the completion of the Issuer's initial public offering. Providence Public Master L.P. is an investment fund affiliated with Providence VII and thus Providence VII may be deemed to beneficially own the securities held by Providence Public Master L.P.
- [F5]The securities reported are held directly by Providence Butternut Co-Investment L.P., which has the right to acquire 581,014 shares of common stock of the Issuer upon the conversion of 1,743,041 shares of Series A Preferred Stock at a conversion rate of one-third of a share of common stock for every three shares of Series A Preferred Stock. Such conversion may be effected at any time while such preferred shares are outstanding. Each outstanding share of Series A Preferred Stock will automatically convert into one-third of a share of common stock of the Issuer for no additional consideration upon the completion of the Issuer's initial public offering. Providence Butternut Co-Investment L.P. is an investment fund affiliated with Providence VII and thus Providence VII may be deemed to beneficially own the securities held by Providence Butternut Co-Investment L.P.
Issuer
DoubleVerify Holdings, Inc.
CIK 0001819928
Entity typeother
IncorporatedRI
Related Parties
1- filerCIK 0001035233
Filing Metadata
- Form type
- 3
- Filed
- Apr 19, 8:00 PM ET
- Accepted
- Apr 20, 4:05 PM ET
- Size
- 26.4 KB