SEC Form SC 13D/A filed by Cvent Holding Corp. (Amendment)

SEC Form SC 13D/A filed by Cvent Holding Corp. (Amendment)

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SC 13D/A 1 d466179dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

CVENT HOLDING CORP.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

126677 103

(CUSIP Number)

Robert E. Goedert, P.C.

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 15, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 126677 103		13D		Page 2 of 25


1		NAME OF REPORTING PERSONS Vista Equity Partners Fund VI, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


CUSIP No. 126677 103		13D		Page 3 of 25


1		NAME OF REPORTING PERSONS Vista Equity Partners Fund VI-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


CUSIP No. 126677 103		13D		Page 4 of 25


1		NAME OF REPORTING PERSONS VEPF VI FAF, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


CUSIP No. 126677 103		13D		Page 5 of 25


1		NAME OF REPORTING PERSONS Vista Equity Partners Fund VI GP, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


CUSIP No. 126677 103		13D		Page 6 of 25


1		NAME OF REPORTING PERSONS VEPF VI GP, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


CUSIP No. 126677 103		13D		Page 7 of 25


1		NAME OF REPORTING PERSONS VEPF Management, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 8 of 25


1		NAME OF REPORTING PERSONS VEPF III AIV VI, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 9 of 25


1		NAME OF REPORTING PERSONS VEPF III AIV VI-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 10 of 25


1		NAME OF REPORTING PERSONS Vista Equity Partners Fund III GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 11 of 25


1		NAME OF REPORTING PERSONS VEPF IV AIV VII, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 12 of 25


1		NAME OF REPORTING PERSONS VEPF IV AIV VII-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 13 of 25


1		NAME OF REPORTING PERSONS Vista Equity Partners Fund IV GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 14 of 25


1		NAME OF REPORTING PERSONS VFF I AIV IV, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 15 of 25


1		NAME OF REPORTING PERSONS VFF I AIV IV-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 16 of 25


1		NAME OF REPORTING PERSONS Vista Foundation Fund I GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 17 of 25


1		NAME OF REPORTING PERSONS VEP Group, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 18 of 25


1		NAME OF REPORTING PERSONS Robert F. Smith
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


CUSIP No. 126677 103		13D		Page 19 of 25

This Amendment No. 3 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 17, 2021, as amended on March 15, 2023 and March 16, 2023 (the “Existing 13D”). Except as set forth herein, the Existing 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Existing 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Existing 13D is hereby amended and supplemented as follows:

The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.

Item 4. Purpose of Transaction.

Item 4 of the Existing 13D is hereby amended and supplemented as follows:

On June 15, 2023, on the terms and subject to the conditions set forth in the Merger Agreement, dated as of March 14, 2023, by and among the Issuer, Parent and Merger Sub, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into the Issuer, the separate corporate existence of Merger Sub thereupon ceased, and the Issuer continued as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. At the Effective Time, and without any action by any stockholder, subject to certain exceptions, each share of Issuer Common Stock was automatically canceled, extinguished and converted into the right to receive cash in an amount equal to $8.50 without interest.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a), (b) As a result of the consummation of the Merger, the Reporting Persons no longer hold any securities of the Issuer.

(c) Except as set forth in this Item 5, none of the Reporting Persons has engaged in any transaction during the past 60 days involving Issuer Common Stock.

(d) Not applicable.

(e) The Reporting Person ceased to beneficially own more than five percent of the Issuer Common Stock on June 15, 2023.

Item 7. Material to be Filed as Exhibits


Exhibit 1		Joint Filing Agreement among the Reporting Persons, dated as of December 17, 2021 (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons on December 17, 2021).

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: June 20, 2023


VISTA EQUITY PARTNERS FUND VI, L.P.

By:		Vista Equity Partners Fund VI GP, L.P.
Its:		General Partner

By:		VEPF VI GP, Ltd.
Its:		General Partner

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

VISTA EQUITY PARTNERS FUND VI-A, L.P.

By:		Vista Equity Partners Fund VI GP, L.P.
Its:		General Partner

By:		VEPF VI GP, Ltd.
Its:		General Partner

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

VEPF VI FAF, L.P.

By:		Vista Equity Partners Fund VI GP, L.P.
Its:		General Partner

By:		VEPF VI GP, Ltd.
Its:		General Partner

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

[Signature Page to Schedule 13D/A]


VISTA EQUITY PARTNERS FUND VI GP, L.P.

By:		VEPF VI GP, Ltd.
Its:		General Partner

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

VEPF VI GP, LTD.

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

VEPF MANAGEMENT, L.P.

By:		VEP Group, LLC
Its:		General Partner

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

[Signature Page to Schedule 13D/A]


VEPF III AIV VI, L.P.

By:		Vista Equity Partners Fund III GP, LLC
Its:		General Partner

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VEPF III AIV VI-A, L.P.

By:		Vista Equity Partners Fund III GP, LLC
Its:		General Partner

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VISTA EQUITY PARTNERS FUND III GP, LLC

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

[Signature Page to Schedule 13D/A]


VEPF IV AIV VII, L.P.

By:		Vista Equity Partners Fund IV GP, LLC
Its:		General Partner

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VEPF IV AIV VII-A, L.P.

By:		Vista Equity Partners Fund IV GP, LLC
Its:		General Partner

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VISTA EQUITY PARTNERS FUND IV GP, LLC

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

[Signature Page to Schedule 13D/A]


VFF I AIV IV, L.P.

By:		Vista Foundation Fund I GP, LLC
Its:		General Partner

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VFF I AIV IV-A, L.P.

By:		Vista Foundation Fund I GP, LLC
Its:		General Partner

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VISTA FOUNDATION FUND I GP, LLC

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VEP GROUP, LLC

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

[Signature Page to Schedule 13D/A]

/s/ Robert F. Smith

ROBERT F. SMITH

[Signature Page to Schedule 13D/A]

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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

0