Sec Form 3 Filing - Zagorski Mark @ DoubleVerify Holdings, Inc. - 2021-04-20

FORM 3 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 Zagorski Mark 2. Issuer Name and Ticker or Trading Symbol DoubleVerify Holdings, Inc. [ DV] 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 DOUBLEVERIFY HOLDINGS, INC., 233 SPRING STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/20/2021 (Street) NEW YORK, NY10013 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 184,705 D

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 Options (Rights to Buy) $ 6.93 ( 1 ) 07/28/2030 Common Stock 1,083,333 D Options (Rights to Buy) $ 13.86 ( 2 ) 07/28/2030 Common Stock 1,083,333 D Restricted Stock Units ( 4 ) ( 3 ) ( 3 ) Common Stock 166,667 D Restricted Stock Units ( 4 ) 07/21/2021( 5 ) ( 5 ) Common Stock 86,580 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zagorski Mark C/O DOUBLEVERIFY HOLDINGS, INC. 233 SPRING STREET NEW YORK, NY10013 X Chief Executive Officer Signatures /s/ Andrew E. Grimmig, as Attorney-in-Fact for Mark S. Zagorski 04/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents non-qualified stock options granted on July 28, 2020, 25% of which vest on July 21, 2021, which is the one-year anniversary of Mr. Zagorski's commencement of employment, and then at a rate of 6.25% per quarter over the next 12 quarters, subject in all cases to Mr. Zagorski's continued employment through the applicable vesting date. Notwithstanding the foregoing, upon the completion of the initial public offering (the "IPO") of common stock of DoubleVerify Holdings, Inc., the options that would have vested over the 12 months following the completion of the IPO will vest, and the remaining options will vest on their original vesting schedule without regard to the aforementioned acceleration. ( 2 )Represents non-qualified stock options granted on July 28, 2020 that are subject to the same time vesting criteria as the options described in note 1 above (including in respect of the accelerated vesting upon the completion of the IPO). ( 3 )Represents time vesting restricted stock units granted on July 28, 2020 that are subject to the same time vesting criteria as the options described in note 1 above (including in respect of the accelerated vesting upon the completion of the IPO). ( 4 )Restricted stock units convert into common stock on a one-for-one basis. ( 5 )Represents time vesting restricted stock units granted on July 28, 2020 that vest on July 21, 2021, subject to Mr. Zagorski's continued employment.

Remarks: Exhibit List:Ex.24 - Power of Attorney

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