Sec Form 4 Filing - Providence VII U.S. Holdings L.P. @ DoubleVerify Holdings, Inc. - 2022-08-10

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
Providence VII U.S. Holdings L.P.
2. Issuer Name and Ticker or Trading Symbol
DoubleVerify Holdings, Inc. [ DV]
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 PROVIDENCE EQUITY PARTNERS L.L.C., 50 KENNEDY PLAZA, 18TH FL
3. Date of Earliest Transaction (MM/DD/YY)
08/10/2022
(Street)
PROVIDENCE, RI02903
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 08/10/2022 S 3,258,693( 1 ) D $ 25.75( 1 ) 77,867,524 D( 2 )( 3 )( 4 )
Common Stock 08/10/2022 S 21,003( 5 ) D $ 25.75( 5 ) 501,864 I By Providence Butternut Co-Investment L.P.( 4 )( 6 )( 7 )
Common Stock 08/10/2022 S 200,000( 8 ) D $ 25.75( 8 ) 671,520 I By Providence Public Master L.P.( 9 )
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. N ature 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
Providence VII U.S. Holdings L.P.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI02903
X
Providence Equity GP VII-A L.P.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI02903
X
Providence Public Master L.P.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI02903
X
Providence Butternut Co-Investment L.P.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI02903
X
NELSON JONATHAN M
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI02903
X
Phillips J. David
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI02903
X
Tabet Karim A
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI02903
X
Tisdale Andrew A
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI02903
X
Dominguez Michael J
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI02903
X
Signatures
Providence VII U.S. Holdings L.P.: /s/ Sarah N. Conde, Senior Legal Counsel & Chief Compliance Officer 08/12/2022
Signature of Reporting Person Date
Providence Equity GP VII-A L.P.: /s/ Sarah N. Conde, Senior Legal Counsel & Chief Compliance Officer 08/12/2022
Signature of Reporting Person Date
Providence Public Master L.P.: /s/ Sarah N. Conde, Senior Legal Counsel & Chief Compliance Officer 08/12/2022
Signature of Reporting Person Date
Providence Butternut Co-Investment L.P.: /s/ Sarah N. Conde, Senior Legal Counsel & Chief Compliance Officer 08/12/2022
Signature of Reporting Person Date
/s/ Sarah N. Conde, as Attorney-in-Fact for Jonathan M. Nelson 08/12/2022
Signature of Reporting Person Date
/s/ Sarah N. Conde, as Attorney-in-Fact for J. David Phillips 08/12/2022
Signature of Reporting Person Date
/s/ Sarah N. Conde, as Attorney-in-Fact for Karim A. Tabet 08/12/2022
Signature of Reporting Person Date
/s/ Sarah N. Conde, as Attorney-in-Fact for Andrew A. Tisdale 08/12/2022
Signature of Reporting Person Date
/s/ Sarah N. Conde, as Attorney-in-Fact for Michael J. Dominguez 08/12/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 a block trade at a net price per share of $25.75.
( 2 )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.
( 3 )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.
( 4 )R. Davis Noell has separately filed a Form 4.
( 5 )The securities reported represent shares of common stock of the Issuer sold by Providence Butternut Co-Investment L.P. ("Providence Butternut") in a block trade at a net price per share of $25.75.
( 6 )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.
( 7 )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.
( 8 )The securities reported represent shares of common stock of the Issuer sold by Providence Public Master L.P. in a block trade at a net price per share of $25.75.
( 9 )The securiti es reported are 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 be deemed to beneficially own the securities held by Providence Public Master L.P.

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