Large owner Providence Vii U.S. Holdings L.P. acquired 232,033 shares, sold $524,464 worth of shares (36,145 units at $14.51), gifted 47,632 shares and disposed of 8,000,000 shares (SEC Form 4)
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Computer Software: Programming Data Processing
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| 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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
DoubleVerify Holdings, Inc. [ DV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/09/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/09/2025 | J | 7,948,770(1) | D | $0 | 18,173,777 | D(2)(3)(4) | |||
| Common Stock | 09/09/2025 | J | 51,230(5) | D | $0 | 117,131 | I | By Providence Butternut Co-Investment L.P.(4)(6) | ||
| Common Stock | 09/09/2025 | J | 30,720 | A | $0 | 30,720(7) | I | By J. David Phillips | ||
| Common Stock | 09/09/2025 | J | 35,749 | A | $0 | 35,749(8) | I | By Karim A. Tabet | ||
| Common Stock | 09/09/2025 | S | 35,749 | D | $14.51 | 0(9) | I | By Karim A. Tabet | ||
| Common Stock | 09/09/2025 | J | 396 | A | $0 | 396(10) | I | By CSC Trustee 2 (Jersey) Limited | ||
| Common Stock | 09/09/2025 | S | 396 | D | $14.51 | 0(11) | I | By CSC Trustee 2 (Jersey) Limited | ||
| Common Stock | 09/09/2025 | J | 47,632 | A | $0 | 47,632(12) | I | By Andrew A. Tisdale | ||
| Common Stock | 09/09/2025 | G | 47,632 | D | $0 | 0(13) | I | By Andrew A. Tisdale | ||
| Common Stock | 09/09/2025 | J | 2,500 | A | $0 | 2,500(14) | I | By AT 2020 Trust | ||
| Common Stock | 09/09/2025 | J | 115,036 | A | $0 | 115,036(15) | I | By Michael J. Dominguez | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The securities reported represent shares of common stock of DoubleVerify Holdings, Inc. (the "Issuer") disposed of by Providence VII U.S. Holdings L.P. ("Providence VII") pursuant to a pro rata distribution-in-kind on September 9, 2025 to all partners of Providence VII (the "Distribution-in-Kind"). |
| 2. 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 Providence Holdco (International) GP Ltd. ("Holdco"). Each of Providence Equity GP VII-A L.P. ("Providence GP"), 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 held by Providence VII. |
| 3. The securities reported are held directly by Providence VII and may be deemed to be beneficially owned by Providence GP because Providence GP is the general partner of Providence VII. 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. |
| 4. R. Davis Noell has separately filed a Form 4. |
| 5. The securities reported represent shares of common stock of the Issuer disposed of by Providence Butternut Co-Investment L.P. ("Providence Butternut") pursuant to a pro rata distribution-in-kind on September 9, 2025 to all partners of Providence Butternut (the "Butternut Distribution-in-Kind"). |
| 6. 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, 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 held by Providence Butternut. |
| 7. Includes 30,720 shares of common stock of the Issuer received by J. David Phillips in the Distribution-in-Kind and the Butternut Distribution-in-Kind, which distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 8. Includes 35,749 shares of common stock of the Issuer received by Karim A. Tabet in the Distribution-in-Kind and the Butternut Distribution-in-Kind, which distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 9. The securities reported represent shares of common stock of the Issuer sold by Mr. Tabet in a sale in accordance with the requirements of Rule 144 under the Securities Act. |
| 10. Includes 396 shares of common stock of the Issuer received by CSC Trustee 2 (Jersey) Limited in the Distribution-in-Kind, which distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 11. The securities reported represent shares of common stock of the Issuer sold by CSC Trustee 2 (Jersey) Limited in a sale in accordance with the requirements of Rule 144 under the Securities Act. |
| 12. Includes 47,632 shares of common stock of the Issuer received by Andrew A. Tisdale in the Distribution-in-Kind, which distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 13. Represents a charitable donation of 47,632 shares of common stock of the Issuer made by Andrew A. Tisdale. |
| 14. Includes 2,500 shares of common stock of the Issuer received by the AT 2020 Trust, for which Mr. Tisdale is trustee, in the Distribution-in-Kind, which distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 15. Includes 115,036 shares of common stock of the Issuer received by Michael J. Dominguez in the Distribution-in-Kind and the Butternut Distribution-in-Kind, which distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| Providence VII U.S. Holdings L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer | 09/11/2025 | |
| Providence Equity GP VII-A L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer | 09/11/2025 | |
| Providence Butternut Co-Investment L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer | 09/11/2025 | |
| /s/ Sarah N. Conde, as Attorney-in-Fact for J. David Phillips | 09/11/2025 | |
| /s/ Sarah N. Conde, as Attorney-in-Fact for Karim A. Tabet | 09/11/2025 | |
| /s/ Sarah N. Conde, as Attorney-in-Fact for Andrew A. Tisdale | 09/11/2025 | |
| /s/ Sarah N. Conde, as Attorney-in-Fact for Michael J. Dominguez | 09/11/2025 | |
| Providence Equity Partners L.L.C.: /s/ Sarah N. Conde, General Counsel & Chief Compliance Officer | 09/11/2025 | |
| ** 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. | ||