Sec Form 4 Filing - VEP Group, LLC @ CVENT HOLDING CORP. - 2023-06-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
VEP Group, LLC
2. Issuer Name and Ticker or Trading Symbol
CVENT HOLDING CORP. [ CVT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O VISTA EQUITY PARTNERS, 4 EMBARCADERO CENTER, 20TH FL.
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2023
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/15/2023 J( 1 ) 397,745,049 ( 2 ) ( 3 ) D $ 8.5 ( 1 ) ( 2 ) ( 3 ) 0 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VEP Group, LLC
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
Vista Equity Partners Fund VI, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
Vista Equity Partners Fund VI-A, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
VEPF VI FAF, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
VEPF VI GP. Ltd.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
Vista Equity Partners Fund VI GP, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
VEPF MANAGEMENT, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
VISTA EQUITY PARTNERS MANAGEMENT, LLC
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
VEPF IV AIV VII, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
SMITH ROBERT F
C/O VISTA EQUITY PARTNERS
401 CONGRESS DRIVE, SUITE 3100
AUSTIN, TX78701
X
Signatures
/s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P 06/20/2023
Signature of Reporting Person Date
/s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI-A, L.P 06/20/2023
Signature of Reporting Person Date
/s/ Robert F. Smith, a Director of the General Partner of the General Partner of VEPF VI FAF, L.P. 06/20/2023
Signature of Reporting Person Date
/s/ Robert F. Smith, a Director of VEPF VI GP. Ltd. 06/20/2023
Signature of Reporting Person Date
/s/ Robert F. Smith, a Director of the General Partner of Vista Equity Partners Fund VI GP, L.P. 06/20/2023
Signature of Reporting Person Date
/s/ Robert F. Smith, the Sole Managing Member of the General Partner of VEPF Management, L.P. 06/20/2023
Signature of Reporting Person Date
/s/ Robert F. Smith, the Sole Managing Member of the General Partner of Vista Equity Partners Management, LLC 06/20/2023
Signature of Reporting Person Date
/s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of the General Partner of VEPF IV AIV VII, L.P. 06/20/2023
Signature of Reporting Person Date
/s/ Robert F. Smith, the Sole Managing Member of VEP Group, LLC 06/20/2023
Signature of Reporting Person Date
/s/ Robert F. Smith 06/20/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Agreement and Plan of Merger, dated as of March 14, 2023 (the "Merger Agreement"), by and among the Issuer, Capstone Borrower, Inc. ("Parent"), and Capstone Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $8.50 per share in cash, without interest (the "Merger Consideration").
( 2 )This amount represents (i) 181,049,399 shares of Issuer Common Stock held directly by Vista Equity Partners Fund VI, L.P., or VEPF VI, (ii) 109,372,061 shares of Issuer Common Stock held directly by Vista Equity Partners Fund VI-A, L.P., or VEPF VI-A, (iii) 2,203,215 shares of Issuer Common Stock held directly by VEPF VI FAF, L.P., or VEPF VI FAF, (iv) 51,185,845 shares of Issuer Common Stock held directly by VEPF IV AIV VII, L.P., or VEPF IV, (v) 19,637,433 shares of Issuer Common Stock held directly by VEPF IV AIV VII-A, L.P., or VEPF IV-A, (vi) 18,693,976 shares of Issuer Common Stock held directly by VEPF III AIV VI, L.P., or VEPF III, (vii) 3,427,576 shares of Issuer Common Stock held directly by VEPF III AIV VI-A, L.P., or VEPF III-A, (ix) 6,552,013 shares of Issuer Common Stock held directly by VFF I AIV IV, L.P., or VFF I, and (x) 5,623,531 shares of Issuer Common Stock held directly by VFF I AIV IV-A, L.P.,
( 3 )(Continued from Footnote 2) or VFF I-A, and collectively with VEPF VI, VEPF VI-A, VEPF VI FAF, VEPF IV, VEPF IV-A, VEPF III, VEPF III-A and VFF I, the Vista Funds.
( 4 )Vista Equity Partners Fund VI GP, L.P., or VEPF VI GP, is the sole general partner of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF VI GP's sole general partner is VEPF VI GP, Ltd., or VEPF VI UGP. Robert F. Smith is the Sole Director of VEPF VI UGP, as well as one of its 11 Members. VEPF Management, L.P., or VEPF Management, is the sole management company of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF Management's sole general partner is VEP Group, LLC, or VEP Group, and VEPF Management's sole limited partner is Vista Equity Partners Management, LLC, or VEPM. VEP Group is the Senior Managing Member of VEPM. Vista Equity Partners Fund IV GP, LLC, or VEPF IV GP, is the sole general partner of each of VEPF IV
( 5 )(Continued from Footnote 4) and VEPF IV-A. VEPF IV GP's sole senior managing member is VEP Group. Vista Equity Partners Fund III GP, LLC, or VEPF III GP is the sole general partner of each of VEPF III and VEPF III-A. VEPF III GP's sole senior managing member is VEP Group. Vista Foundation Fund I GP, LLC, or VFF I GP, is the sole general partner of each of VFF I and VFF I-A. VFF I GP's sole senior managing member is VEP Group.
( 6 )Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, VEPF VI UGP and VEP Group may be deemed the beneficial owners of the shares held by VEPF VI, VEPF VI-A and VEPF VI FAF, and Mr. Smith and VEP Group may be deemed the beneficial owners of the shares held by VEPF IV, VEPF IV-A, VEPF III, VEPF III-A, VFF I and VFF I-A. Each of the Vista Funds, VEPF VI UGP, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly.

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