Chief Executive Officer Zagorski Mark bought $13,327 worth of shares (1,141 units at $11.68), converted options into 32,249 shares and covered exercise/tax liability with 17,836 shares, increasing direct ownership by 4% to 453,639 units (SEC Form 4)
$DV
Computer Software: Programming Data Processing
Technology
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
DoubleVerify Holdings, Inc. [ DV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/15/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 05/31/2025 | P(1) | V | 1,141 | A | $11.68(1) | 439,226 | D | ||
| Common Stock | 06/15/2025 | M | 15,220 | A | $0(2) | 454,446 | D | |||
| Common Stock | 06/15/2025 | F(3) | 8,417 | D | $14.5 | 446,029 | D | |||
| Common Stock | 06/15/2025 | M | 2,756 | A | $0(4) | 448,785 | D | |||
| Common Stock | 06/15/2025 | F(5) | 1,525 | D | $14.5 | 447,260 | D | |||
| Common Stock | 06/15/2025 | M | 7,802 | A | $0(6) | 455,062 | D | |||
| Common Stock | 06/15/2025 | F(7) | 4,315 | D | $14.5 | 450,747 | D | |||
| Common Stock | 06/15/2025 | M | 6,471 | A | $0(8) | 457,218 | D | |||
| Common Stock | 06/15/2025 | F(9) | 3,579 | D | $14.5 | 453,639 | 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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Restricted Stock Units | (10) | 06/15/2025 | M | 15,220 | (2) | (2) | Common Stock | 15,220 | $0 | 213,066 | D | ||||
| Performance Stock Units | (11) | 06/15/2025 | M | 2,756 | (4) | (4) | Common Stock | 2,756 | $0 | 16,540 | D | ||||
| Restricted Stock Units | (10) | 06/15/2025 | M | 7,802 | (6) | (6) | Common Stock | 7,802 | $0 | 78,015 | D | ||||
| Restricted Stock Units | (10) | 06/15/2025 | M | 6,471 | (8) | (8) | Common Stock | 6,471 | $0 | 12,942 | D | ||||
| Restricted Stock Units | (10) | 06/15/2025 | M | 9,375(13) | (12) | (12) | Common Stock | 9,375(13) | $0 | 56,250 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the DoubleVerify Holdings, Inc. 2021 Employee Stock Purchase Plan (ESPP), the purchase price per share reported reflects a discount of 15% of the lesser of the share price at the first day of the offering period or the purchase date. |
| 2. Each restricted stock unit "RSU" was granted on March 13, 2025. 6.25% of the RSUs vested and were settled on March 15, 2025 (the "2025 Vesting Date"), and the remainder of the RSUs vest at a rate of 6.25% on each quarterly anniversary of the 2025 Vesting Date. |
| 3. Represents shares withheld to satisfy tax obligations in connection with the vesting of 15,220 RSUs on June 15, 2025. |
| 4. Each performance stock unit "PSU" was granted on December 19, 2023. 41.67% of the earned shares vested and were settled on the 2025 Vesting Date, and the remainder of the earned shares vest at a rate of 8.33% on each quarterly anniversary of the 2025 Vesting Date. |
| 5. Represents shares withheld to satisfy tax obligations in connection with the vesting of 2,756 PSUs on June 15, 2025. |
| 6. Each RSU was granted on December 19, 2023. 6.25% of the RSUs vested and were settled on March 15, 2024 (the "2024 Vesting Date"), and the remainder of the RSUs vest at a rate of 6.25% on each quarterly anniversary of the 2024 Vesting Date. |
| 7. Represents shares withheld to satisfy tax obligations in connection with the vesting of 7,802 RSUs on June 15, 2025. |
| 8. Each RSU was granted on December 10, 2021. 6.25% of the RSUs vested and were settled on March 15, 2022 (the "2022 Vesting Date"), and the remainder of the RSUs vest at a rate of 6.25% on each quarterly anniversary of the 2022 Vesting Date. |
| 9. Represents shares withheld to satisfy tax obligations in connection with the vesting of 6,471 RSUs on June 15, 2025. |
| 10. RSUs convert into common stock on a one-for-one basis. |
| 11. PSUs convert into common stock on a one-for-one basis. |
| 12. Each RSU was granted on December 12, 2022. 6.25% of the RSUs vested on March 15, 2023 (the "2023 Vesting Date"), and the remainder of the RSUs vest at a rate of 6.25% on each quarterly anniversary of the 2023 Vesting Date. |
| 13. As reported previously, vested shares will be delivered to the reporting person as soon as administratively feasible following his separation from service with the Issuer. |
| /s/ Andrew E. Grimmig, as Attorney-in-Fact for Mark S. Zagorski | 06/17/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||