Providence VII U.S. Form 4 DoubleVerify / JONATHAN M NELSON ownership change

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).

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

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)
04/23/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/23/2021		S		5,992,869⁽¹⁾	D	⁽¹⁾	90,148,070	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/23/2021		C		871,520	A	$0.00	871,520	I	By Providence Public Master L.P.⁽⁵⁾
Common Stock	04/23/2021		C		581,014	A	$0.00	581,014	I	By Providence Butternut Co-Investment L.P.⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁵⁾	04/23/2021		C			2,614,561	⁽⁵⁾	⁽⁵⁾	Common Stock	2,614,561	$0.00	0	I	By Providence Public Master L.P.⁽⁵⁾
Series A Preferred Stock	⁽⁶⁾	04/23/2021		C			1,743,041	⁽⁶⁾	⁽⁶⁾	Common Stock	1,743,041	$0.00	0	I	By Providence Butternut Co-Investment L.P.⁽⁶⁾

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

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

02903

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Providence Public Master L.P.

(Last)

(First)

(Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA, 18TH FL

(Street)

PROVIDENCE

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

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

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

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

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

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

02903

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

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 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.

6. 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.

Remarks:

	Providence VII U.S. Holdings L.P.: /s/ Sarah N. Conde, Senior Legal Counsel & Chief Compliance Officer	04/27/2021
	Providence Equity GP VII-A L.P.: /s/ Sarah N. Conde, Senior Legal Counsel & Chief Compliance Officer	04/27/2021
	Providence Public Master L.P.: /s/ Sarah N. Conde, Senior Legal Counsel & Chief Compliance Officer	04/27/2021
	Providence Butternut Co-Investment L.P.: /s/ Sarah N. Conde, Senior Legal Counsel & Chief Compliance Officer	04/27/2021
	/s/ Sarah N. Conde, as Attorney-in-Fact for Jonathan M. Nelson	04/27/2021
	/s/ Sarah N. Conde, as Attorney-in-Fact for J. David Phillips	04/27/2021
	/s/ Sarah N. Conde, as Attorney-in-Fact for Karim A. Tabet	04/27/2021
	/s/ Sarah N. Conde, as Attorney-in-Fact for Andrew A. Tisdale	04/27/2021
	/s/ Sarah N. Conde, as Attorney-in-Fact for Michael J. Dominguez	04/27/2021
	** 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).
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Providence VII U.S. Form 4DoubleVerify / JONATHAN M NELSON ownership change