SEC Form 4 filed by Blackstone Multi-Asset Direct Holdings - Ad (Us Centric) L.P.
$CVT
Computer Software: Prepackaged Software
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 |
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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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CVENT HOLDING CORP. [ CVT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/15/2023 | ||||||||||||||||||||||||||
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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 | 06/15/2023 | S(1) | 3,000,000 | D | $8.5(1) | 0 | I | See Footnotes(2)(3)(4)(5) | ||
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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)
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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. Cvent Holding Corp. (the "Issuer") was acquired by Capstone Borrower, Inc. ("Capstone") pursuant to an Agreement and Plan of Merger dated as of March 14, 2023 by and among the Issuer, Capstone Borrower, Inc., and Capstone Merger Sub, Inc. ( the "Merger Agreement"), pursuant to which each share of common stock, par value $0.0001 per share (the "Common Stock") was converted into the right to receive $8.50 in cash. Blackstone Multi-Asset Direct Holdings-AD (US Centric) L.P. has agreed to indirectly reinvest its merger consideration into Capstone and therefore will retain an indirect equity interest in the surviving corporation through its beneficial ownership of shares of common stock of Capstone. |
| 2. Reflects shares held directly by Blackstone Multi-Asset Direct Holdings-AD (US Centric) L.P. The general partner of Blackstone Multi-Asset Direct Holdings-AD (US Centric) L.P. is Blackstone Multi-Asset GP L.P. The general partner of Blackstone Multi-Asset GP L.P. is BTO AD GP L.L.C. The sole member of BTO AD GP L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is Blackstone Inc. ("Blackstone"). The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. |
| 3. The reported shares of Common Stock represented approximately 0.6% of the Issuer's outstanding shares of Common Stock. As disclosed in a Schedule 13D filed by the Reporting Persons, by virtue of certain agreements entered into with certain stockholders of the Issuer affiliated with Vista Equity Partners ("Vista") in connection with the proposed acquisition of the Issuer pursuant to the Merger Agreement certain of the Reporting Persons and Vista may be deemed to have formed a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission that the Reporting Persons and Vista are members of any such group or that transactions in the Issuer's Common Stock by the Reporting Persons are subject to Section 16 of the Exchange Act. |
| 4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
| 5. Each of the Reporting Persons (other than to the extent it directly held securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the Reporting Persons (other than to the extent it directly held securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose. |
| Remarks: |
| Potential member of a 10% group |
| Blackstone Multi-Asset Direct Holdings-AD (US Centric) L.P., By: Blackstone Multi-Asset GP L.P., its general partner, By: BTO AD GP L.L.C., its general partner, By: /s/ Christopher James, Name: Christopher James, Title: Chief Operating Officer | 06/15/2023 | |
| Blackstone Multi-Asset GP L.P., By: BTO AD GP L.L.C., its general partner, By: /s/ Christopher James, Name: Christopher James, Title: Chief Operating Officer | 06/15/2023 | |
| BTO AD GP L.L.C., By: /s/ Christopher James, Name: Christopher James, Title: Chief Operating Officer | 06/15/2023 | |
| Blackstone Holdings III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | 06/15/2023 | |
| Blackstone Holdings III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | 06/15/2023 | |
| Blackstone Holdings III GP Management L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | 06/15/2023 | |
| Blackstone Inc., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | 06/15/2023 | |
| Blackstone Group Management L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | 06/15/2023 | |
| Stephen A. Schwarzman, /s/ Stephen A. Schwarzman | 06/15/2023 | |
| ** 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. | ||