SEC Form 3: New insider Vep Group, Llc claimed ownership of 397,745,049 shares
$DGNS
Business Services
Finance
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/08/2021 |
3. Issuer Name and Ticker or Trading Symbol
CVENT HOLDING CORP. [ CVT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, $0.0001 par value | 397,745,049(1)(2) | I | See footnotes(3)(4)(5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On December 8, 2021 (the "Closing Date"), Cvent Holding Corp. (the "Issuer"), formerly known as Dragoneer Growth Opportunities Corp. II, acquired Papay Topco, Inc. ("Legacy Cvent") in a series of mergers (the "Mergers") pursuant to a Business Combination Agreement (the "Business Combination Agreement") by and among the Issuer, Redwood Opportunity Merger Sub, Inc., Redwood Merger Sub LLC, and Legacy Cvent. In accordance with the terms and subject to the conditions of the Business Combination Agreement, on the Closing Date, each share of Legacy Cvent Common Stock held by the Reporting Person was converted into the right to receive shares of common stock, par value $0.0001 per share, of the Issuer (the "New Cvent Common Stock"). This amount represents (i) 181,049,399 shares of New Cvent Common Stock held directly by Vista Equity Partners Fund VI, L.P., or VEPF VI, (ii) 109,372,061 shares of New Cvent Common Stock held directly by Vista Equity Partners Fund VI-A, L.P., or VEPF VI-A, |
| 2. (Continued from footnote 1) (iii) 2,203,215 shares of New Cvent Common Stock held directly by VEPF VI FAF, L.P., or VEPF VI FAF, (iv) 51,185,845 shares of New Cvent Common Stock held directly by VEPF IV AIV VII, L.P., or VEPF IV, (v) 19,637,433 shares of New Cvent Common Stock held directly by VEPF IV AIV VII-A, L.P., or VEPF IV-A, (vi) 18,693,976 shares of New Cvent Common Stock held directly by VEPF III AIV VI, L.P., or VEPF III, (vii) 3,427,576 shares of New Cvent Common Stock held directly by VEPF III AIV VI-A, L.P., or VEPF III-A, (ix) 6,552,013 shares of New Cvent Common Stock held directly by VFF I AIV IV, L.P., or VFF I, and (x) 5,623,531 shares of New Cvent Common Stock held directly by VFF I AIV IV-A, L.P., or VFF I-A, and collectively with VEPF VI, VEPF VI-A, VEPF VI FAF, VEPF IV, VEPF IV-A, VEPF III, VEPF III-A and VFF I, the Vista Funds. |
| 3. Vista Equity Partners Fund VI GP, L.P., or VEPF VI GP, is the sole general partner of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF VI GP's sole general partner is VEPF VI GP, Ltd., or VEPF VI UGP. Robert F. Smith is the Sole Director of VEPF VI UGP, as well as one of its 11 Members. VEPF Management, L.P., or VEPF Management, is the sole management company of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF Management's sole general partner is VEP Group, LLC, or VEP Group, and VEPF Management's sole limited partner is Vista Equity Partners Management, LLC, or VEPM. VEP Group is the Senior Managing Member of VEPM. Vista Equity Partners Fund IV GP, LLC, or VEPF IV GP, is the sole general partner of each of VEPF IV |
| 4. (Continued from footnote 3) and VEPF IV-A. VEPF IV GP's sole senior managing member is VEP Group. Vista Equity Partners Fund III GP, LLC, or VEPF III GP is the sole general partner of each of VEPF III and VEPF III-A. VEPF III GP's sole senior managing member is VEP Group. Vista Foundation Fund I GP, LLC, or VFF I GP, is the sole general partner of each of VFF I and VFF I-A. VFF I GP's sole senior managing member is VEP Group. |
| 5. Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, VEPF VI UGP and VEP Group may be deemed the beneficial owners of the shares held by VEPF VI, VEPF VI-A and VEPF VI FAF, and Mr. Smith and VEP Group may be deemed the beneficial owners of the shares held by VEPF IV, VEPF IV-A, VEPF III, VEPF III-A, VFF I and VFF I-A. Each of the Vista Funds, VEPF VI UGP, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly. |
| Remarks: |
| Form 1 of 2 Exhibit 24 - Power of Attorney |
| /s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P | 12/20/2021 | |
| /s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners VI-A, L.P. | 12/20/2021 | |
| /s/ Robert F. Smith, a Director of the General Partner of the General Partner of VEPF VI FAF, L.P. | 12/20/2021 | |
| /s/ Robert F. Smith, a Director of VEPF VI GP, Ltd. | 12/20/2021 | |
| /s/ Robert F. Smith, a Director of the General Partner of Vista Equity Partners Fund VI GP, L.P. | 12/20/2021 | |
| /s/ Robert F. Smith, the Sole Managing Member of the General Partner of VEPM Management, L.P. | 12/20/2021 | |
| /s/ Robert F. Smith, the Sole Managing Member of the General Partner of Vista Equity Partners Management, LLC | 12/20/2021 | |
| /s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of the General Partner of VEPF IV AIV VII, L.P. | 12/20/2021 | |
| /s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of the General Partner of VEPF IV AIV VII-A, L.P. | 12/20/2021 | |
| /s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of Vista Equity Partners Fund IV GP, LLC | 12/20/2021 | |
| ** 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 5 (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. | ||