4//SEC Filing
NELSON JONATHAN M 4
Accession 0001209191-21-028561
CIK 0001819928other
Filed
Apr 26, 8:00 PM ET
Accepted
Apr 27, 4:06 PM ET
Size
29.5 KB
Accession
0001209191-21-028561
Insider Transaction Report
Form 4
Providence Equity GP VII-A L.P.
10% Owner
Transactions
- Sale
Common Stock
2021-04-23−5,992,869→ 90,148,070 total - Conversion
Series A Preferred Stock
2021-04-23−1,743,041→ 0 total(indirect: By Providence Butternut Co-Investment L.P.)→ Common Stock (1,743,041 underlying) - Conversion
Common Stock
2021-04-23+581,014→ 581,014 total(indirect: By Providence Butternut Co-Investment L.P.) - Conversion
Series A Preferred Stock
2021-04-23−2,614,561→ 0 total(indirect: By Providence Public Master L.P.)→ Common Stock (2,614,561 underlying) - Conversion
Common Stock
2021-04-23+871,520→ 871,520 total(indirect: By Providence Public Master L.P.)
Tisdale Andrew A
10% Owner
Transactions
- Conversion
Series A Preferred Stock
2021-04-23−2,614,561→ 0 total(indirect: By Providence Public Master L.P.)→ Common Stock (2,614,561 underlying) - Sale
Common Stock
2021-04-23−5,992,869→ 90,148,070 total - Conversion
Common Stock
2021-04-23+871,520→ 871,520 total(indirect: By Providence Public Master L.P.) - Conversion
Common Stock
2021-04-23+581,014→ 581,014 total(indirect: By Providence Butternut Co-Investment L.P.) - Conversion
Series A Preferred Stock
2021-04-23−1,743,041→ 0 total(indirect: By Providence Butternut Co-Investment L.P.)→ Common Stock (1,743,041 underlying)
Dominguez Michael J
10% Owner
Transactions
- Conversion
Common Stock
2021-04-23+871,520→ 871,520 total(indirect: By Providence Public Master L.P.) - Conversion
Series A Preferred Stock
2021-04-23−2,614,561→ 0 total(indirect: By Providence Public Master L.P.)→ Common Stock (2,614,561 underlying) - Conversion
Series A Preferred Stock
2021-04-23−1,743,041→ 0 total(indirect: By Providence Butternut Co-Investment L.P.)→ Common Stock (1,743,041 underlying) - Sale
Common Stock
2021-04-23−5,992,869→ 90,148,070 total - Conversion
Common Stock
2021-04-23+581,014→ 581,014 total(indirect: By Providence Butternut Co-Investment L.P.)
Providence VII U.S. Holdings L.P.
10% Owner
Transactions
- Conversion
Series A Preferred Stock
2021-04-23−2,614,561→ 0 total(indirect: By Providence Public Master L.P.)→ Common Stock (2,614,561 underlying) - Conversion
Common Stock
2021-04-23+871,520→ 871,520 total(indirect: By Providence Public Master L.P.) - Conversion
Common Stock
2021-04-23+581,014→ 581,014 total(indirect: By Providence Butternut Co-Investment L.P.) - Conversion
Series A Preferred Stock
2021-04-23−1,743,041→ 0 total(indirect: By Providence Butternut Co-Investment L.P.)→ Common Stock (1,743,041 underlying) - Sale
Common Stock
2021-04-23−5,992,869→ 90,148,070 total
Providence Public Master L.P.
10% Owner
Transactions
- Conversion
Common Stock
2021-04-23+581,014→ 581,014 total(indirect: By Providence Butternut Co-Investment L.P.) - Sale
Common Stock
2021-04-23−5,992,869→ 90,148,070 total - Conversion
Series A Preferred Stock
2021-04-23−1,743,041→ 0 total(indirect: By Providence Butternut Co-Investment L.P.)→ Common Stock (1,743,041 underlying) - Conversion
Common Stock
2021-04-23+871,520→ 871,520 total(indirect: By Providence Public Master L.P.) - Conversion
Series A Preferred Stock
2021-04-23−2,614,561→ 0 total(indirect: By Providence Public Master L.P.)→ Common Stock (2,614,561 underlying)
NELSON JONATHAN M
10% Owner
Transactions
- Sale
Common Stock
2021-04-23−5,992,869→ 90,148,070 total - Conversion
Common Stock
2021-04-23+871,520→ 871,520 total(indirect: By Providence Public Master L.P.) - Conversion
Common Stock
2021-04-23+581,014→ 581,014 total(indirect: By Providence Butternut Co-Investment L.P.) - Conversion
Series A Preferred Stock
2021-04-23−2,614,561→ 0 total(indirect: By Providence Public Master L.P.)→ Common Stock (2,614,561 underlying) - Conversion
Series A Preferred Stock
2021-04-23−1,743,041→ 0 total(indirect: By Providence Butternut Co-Investment L.P.)→ Common Stock (1,743,041 underlying)
Phillips J. David
10% Owner
Transactions
- Conversion
Series A Preferred Stock
2021-04-23−1,743,041→ 0 total(indirect: By Providence Butternut Co-Investment L.P.)→ Common Stock (1,743,041 underlying) - Sale
Common Stock
2021-04-23−5,992,869→ 90,148,070 total - Conversion
Common Stock
2021-04-23+871,520→ 871,520 total(indirect: By Providence Public Master L.P.) - Conversion
Common Stock
2021-04-23+581,014→ 581,014 total(indirect: By Providence Butternut Co-Investment L.P.) - Conversion
Series A Preferred Stock
2021-04-23−2,614,561→ 0 total(indirect: By Providence Public Master L.P.)→ Common Stock (2,614,561 underlying)
Tabet Karim A
10% Owner
Transactions
- Conversion
Series A Preferred Stock
2021-04-23−1,743,041→ 0 total(indirect: By Providence Butternut Co-Investment L.P.)→ Common Stock (1,743,041 underlying) - Conversion
Common Stock
2021-04-23+581,014→ 581,014 total(indirect: By Providence Butternut Co-Investment L.P.) - Conversion
Common Stock
2021-04-23+871,520→ 871,520 total(indirect: By Providence Public Master L.P.) - Conversion
Series A Preferred Stock
2021-04-23−2,614,561→ 0 total(indirect: By Providence Public Master L.P.)→ Common Stock (2,614,561 underlying) - Sale
Common Stock
2021-04-23−5,992,869→ 90,148,070 total
Transactions
- Conversion
Common Stock
2021-04-23+871,520→ 871,520 total(indirect: By Providence Public Master L.P.) - Conversion
Common Stock
2021-04-23+581,014→ 581,014 total(indirect: By Providence Butternut Co-Investment L.P.) - Conversion
Series A Preferred Stock
2021-04-23−2,614,561→ 0 total(indirect: By Providence Public Master L.P.)→ Common Stock (2,614,561 underlying) - Sale
Common Stock
2021-04-23−5,992,869→ 90,148,070 total - Conversion
Series A Preferred Stock
2021-04-23−1,743,041→ 0 total(indirect: By Providence Butternut Co-Investment L.P.)→ Common Stock (1,743,041 underlying)
Footnotes (6)
- [F1]The securities reported represent 4,881,758 shares of common stock of DoubleVerify Holdings, Inc. (the "Issuer") sold by Providence VII U.S. Holdings L.P. ("Providence VII") in the Issuer's initial public offering (the "IPO") at a net price per share of $25.38 after deducting underwriting discounts and commissions and 1,111,111 shares of the Issuer's common stock sold by Providence VII in a secondary transaction concurrent with the IPO at a price per share of $27.00.
- [F2]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.
- [F3]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.
- [F4]R. Davis Noell has separately filed a Form 4.
- [F5]The securities reported are held directly by Providence Public Master L.P., which had the right to acquire 871,520 shares of common stock of 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. Each outstanding share of Series A Preferred Stock automatically converted into one-third of a share of common stock of the Issuer for no additional consideration upon the completion of the IPO. 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.
- [F6]The securities reported are held directly by Providence Butternut Co-Investment L.P., which had 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. Each outstanding share of Series A Preferred Stock automatically converted into one-third of a share of common stock of the Issuer for no additional consideration upon the completion of the IPO. 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.
Documents
Issuer
DoubleVerify Holdings, Inc.
CIK 0001819928
Entity typeother
IncorporatedRI
Related Parties
1- filerCIK 0001035233
Filing Metadata
- Form type
- 4
- Filed
- Apr 26, 8:00 PM ET
- Accepted
- Apr 27, 4:06 PM ET
- Size
- 29.5 KB