Sec Form 4 Filing - Aggarwal Rajeev K. @ CVENT HOLDING CORP. - 2023-06-15

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 Aggarwal Rajeev K. 2. Issuer Name and Ticker or Trading Symbol CVENT HOLDING CORP. [ CVT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O CVENT HOLDING CORP., 1765 GREENSBORO STATION PLACE,7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2023 (Street) TYSONS, VA22102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 )( 2 ) 705,883 ( 1 ) D 10,145,486 D Common Stock 06/15/2023 D( 1 )( 3 ) 10,145,486 ( 3 ) D $ 8.5 ( 3 ) 0 D Common Stock 06/15/2023 J( 1 )( 2 ) 2,249,957 D 0 I By Reggie and Dharini Aggarwal Irrevocable Trust (2011)

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 Stock Option (Right to Buy) $ 3.66 06/15/2023 J( 1 )( 4 ) 1,103,528 ( 4 ) 05/26/2027 Common Stock 1,103,528 ( 4 ) 7,977,985 D Stock Option (Right to Buy) $ 3.66 06/15/2023 D( 5 )( 6 ) 7,977,985 ( 5 )( 6 ) 05/26/2027 Common Stock 7,977,985 ( 5 ) ( 6 ) 0 D Stock Option (Right to Buy) $ 3.66 06/15/2023 J( 1 )( 4 ) 136,141 ( 4 ) 08/29/2027 Common Stock 136,141 ( 4 ) 0 D Stock Option (Right to Buy) $ 5.07 06/15/2023 J( 1 )( 4 ) 4,051,556 ( 4 ) 04/07/2031 Common Stock 4,051,556 ( 4 ) 0 I By Reggie and Dharini Aggarwal Irrevocable Trust (2011) Stock Option (Right to Buy) $ 8.05 06/15/2023 D( 5 )( 6 ) 1,885,820 ( 5 )( 6 ) 02/28/2032 Common Stock 1,885,820 ( 5 ) ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Aggarwal Rajeev K. C/O CVENT HOLDING CORP. 1765 GREENSBORO STATION PLACE,7TH FLOOR TYSONS, VA22102 X Chief Executive Officer Signatures /s/ Kevin Frank, Attorney-in-fact for Rajeev K. Aggarwal 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 )Pursuant to the Management Rollover Agreements (the "Rollover Agreements") between Capstone TopCo, Inc. ("Topco") and each of the Reporting Person and an entity that held shares of common stock indirectly owned by the Reporting Person, each dated June 13, 2023, the Reporting Person contributed these shares to Topco in exchange for a number of TopCo securities calculated in accordance with the Rollover Agreement. ( 3 )The shares of the Issuer's common stock reported as disposed by the Reporting Person include restricted stock units ("RSUs") of the Issuer which, pursuant to the Merger Agreement, were automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Merger Consideration and (b) the total number of shares of the Issuer's common stock subject to such RSUs as of immediately prior to the Effective Time (the "Cash Replacement RSU Amounts"). The Cash Replacement RSU Amounts will, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the same time as the RSU awards for which the Cash Replacement RSU Amounts were exchanged would have vested pursuant to their terms. ( 4 )Pursuant to the Rollover Agreements between TopCo and each of the Reporting Person and an entity that held shares of common stock indirectly owned by the Reporting Person, each dated June 13, 2023, the Reporting Person contributed the shares of common stock underlying vested options of the Issuer to Topco in exchange for a number of TopCo securities calculated in accordance with the Rollover Agreement. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, (i) the vested portion of this option (the "Vested Options") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of the Issuer's common stock subject to such Vested Option as of immediately prior to the Effective Time and (b) the excess, if any, of the Merger Consideration over the per share exercise price of such Vested Options, and (ii) the unvested portion of this option (the "Unvested Options") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of Issuer's common stock subject to such Unvested Options as of immediately prior to the Effective Time and (b) the excess, if any, ( 6 )(Continued from Footnote 5) of the Merger Consideration over the per share exercise price of such Unvested Options (the "Cash Replacement Option Amounts"). The Cash Replacement Option Amounts will, subject to the holder's continued service through the applicable vesting dates, vest and be payable at the same time as the Unvested Options for which the Cash Replacement Option Amounts were exchanged would have vested pursuant to their terms.

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