Providence VII U.S. Holdings L.P. - Nov 15, 2022 Form 4 Insider Report for DoubleVerify Holdings, Inc. (DV)

Role
10%+ Owner
Signature
Providence VII U.S. Holdings L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer
Stock symbol
DV
Transactions as of
Nov 15, 2022
Transactions value $
-$300,529,500
Form type
4
Date filed
11/17/2022, 03:15 PM
Previous filing
Aug 12, 2022
Next filing
Mar 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DV Common Stock Sale -$242M -9.27M -11.9% $26.13 68.6M Nov 15, 2022 Direct F1, F2, F3, F4
transaction DV Common Stock Sale -$1.56M -59.7K -11.9% $26.13 442K Nov 15, 2022 By Providence Butternut Co-Investment L.P. F4, F5, F6, F7
transaction DV Common Stock Sale -$17.5M -672K -100% $26.13 0 Nov 15, 2022 By Providence Public Master L.P. F8, F9
transaction DV Common Stock Sale -$38.9M -1.49M -2.17% $26.13 67.1M Nov 17, 2022 Direct F2, F3, F4, F10
transaction DV Common Stock Sale -$251K -9.61K -2.17% $26.13 433K Nov 17, 2022 By Providence Butternut Co-Investment L.P. F4, F6, F7, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 $26.133. This amount represents the public offering price of $26.40 per share less the underwriting discount of $0.267 per share.
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 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 $26.133. This amount represents the public offering price of $26.40 per share less the underwriting discount of $0.267 per share.
F6 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.
F7 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.
F8 The securities reported represent shares of common stock of the Issuer sold by Providence Public Master L.P. in an underwritten offering at a net price per share of $26.133. This amount represents the public offering price of $26.40 per share less the underwriting discount of $0.267 per share. As a result of the underwritten offering, Providence Public Master L.P. no longer holds any shares of the Issuer's common stock.
F9 The securities reported were held directly by Providence Public Master L.P. Providence Public Master L.P. is an investment fund affiliated with Providence VII and thus Providence VII may have been deemed to beneficially own the securities that were held by Providence Public Master L.P.
F10 The securities reported represent shares of common stock of the Issuer sold by Providence VII, after the underwriter's exercise of their option to purchase an additional 1,490,394 shares of the Issuer's common stock from Providence VII, in an underwritten offering at a net price per share of $26.133. This amount represents the public offering price of $26.40 per share less the underwriting discount of $0.267 per share.
F11 The securities reported represent shares of common stock of the Issuer sold by Providence Butternut, after the underwriter's exercise of their option to purchase an additional 9,606 shares of the Issuer's common stock from Providence Butternut, in an underwritten offering at a net price per share of $26.133. This amount represents the public offering price of $26.40 per share less the underwriting discount of $0.267 per share.