Sec Form 4 Filing - Ghoorah Charles V. @ 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 Ghoorah Charles V. 2. Issuer Name and Ticker or Trading Symbol CVENT HOLDING CORP. [ CVT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (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 D( 1 )( 2 ) 607,743 ( 2 ) D $ 8.5 ( 2 ) 0 D Common Stock 06/15/2023 D( 1 )( 2 ) 136,141 ( 2 ) D $ 8.5 ( 2 ) 0 I By Charles V. Ghoorah Irrevocable Trust (2014) Common Stock 06/15/2023 D( 1 )( 2 ) 954,348 ( 2 ) D $ 8.5 ( 2 ) 0 I By Charles Vijendra Ghoorah Revocable Trust (2013)

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 Options (Right to Buy) $ 3.66 06/15/2023 J( 1 )( 3 ) 171,813 ( 3 ) 05/26/2027 Common Stock 171,813 ( 3 ) 3,907,426 ( 4 ) D Stock Options (Right to Buy) $ 3.66 06/15/2023 D( 5 )( 6 ) 3,907,426 ( 5 )( 6 ) 05/26/2027 Common Stock 3,907,426 ( 5 ) ( 6 ) 0 D Stock Options (Right to Buy) $ 3.66 06/15/2023 D( 5 )( 6 ) 815,938 ( 5 )( 6 ) 05/26/2027 Common Stock 815,938 ( 5 ) ( 6 ) 0 I By Charles V. Ghoorah Irrevocable Trust(2014) Stock Options (Right to Buy) $ 3.66 06/15/2023 D( 5 )( 6 ) 13,614 ( 5 )( 6 ) 08/29/2027 Common Stock 13,614 ( 5 ) ( 6 ) 0 D Stock Options (Right to Buy) $ 5.07 06/15/2023 J( 1 )( 3 ) 1,215,285 ( 3 ) 04/07/2031 Common Stock 1,215,285 ( 3 ) 0 I By Charles V. Ghoorah Irrevocable Trust (2014) Stock Options (Right to Buy) $ 8.05 06/15/2023 D( 5 )( 6 ) 391,342 ( 5 )( 6 ) 02/28/2032 Common Stock 391,342 ( 7 ) ( 5 ) ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ghoorah Charles V. C/O CVENT HOLDING CORP. 1765 GREENSBORO STATION PLACE,7TH FLOOR TYSONS, VA22102 See Remarks Signatures /s/ Kevin Frank, attorney-in-fact for Charles V. Ghoorah 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 )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. ( 3 )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, dated June 13, 2023 (with respect to the Charles V. Ghoorah Irrevocable Trust (2014)) and June 14, 2023 (with respect to the Reporting Person in his individual capacity), 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. ( 4 )This amount has been updated to reflect an administrative error in a previous filing by the Reporting Person which understated the number of shares of common stock underlying this option by one (1). ( 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. ( 7 )This amount has been updated to reflect an administrative error in a previous filing by the Reporting Person which overstated the number of shares of common stock underlying this option by one (1).

Remarks: President of Worldwide Sales and Marketing

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