DoubleVerify Holdings Inc.

09/11/2025 | Press release | Distributed by Public on 09/11/2025 19:00

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Providence VII U.S. Holdings L.P.
2. Issuer Name and Ticker or Trading Symbol
DoubleVerify Holdings, Inc. [DV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PROVIDENCE EQUITY PARTNERS L.L.C., 50 KENNEDY PLAZA, 18TH FL
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025
(Street)
PROVIDENCE, RI 02903
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Providence VII U.S. Holdings L.P.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI 02903
X
Providence Equity GP VII-A L.P.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI 02903
X
Providence Butternut Co-Investment L.P.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI 02903
X
Phillips J. David
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI 02903
X
Tabet Karim A
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI 02903
X
Tisdale Andrew A
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI 02903
X
Dominguez Michael J
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FL
PROVIDENCE, RI 02903
X
Providence Equity Partners L.L.C.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI 02903
See Remarks

Signatures

Providence VII U.S. Holdings L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer 09/11/2025
**Signature of Reporting Person Date
Providence Equity GP VII-A L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer 09/11/2025
**Signature of Reporting Person Date
Providence Butternut Co-Investment L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer 09/11/2025
**Signature of Reporting Person Date
/s/ Sarah N. Conde, as Attorney-in-Fact for J. David Phillips 09/11/2025
**Signature of Reporting Person Date
/s/ Sarah N. Conde, as Attorney-in-Fact for Karim A. Tabet 09/11/2025
**Signature of Reporting Person Date
/s/ Sarah N. Conde, as Attorney-in-Fact for Andrew A. Tisdale 09/11/2025
**Signature of Reporting Person Date
/s/ Sarah N. Conde, as Attorney-in-Fact for Michael J. Dominguez 09/11/2025
**Signature of Reporting Person Date
Providence Equity Partners L.L.C.: /s/ Sarah N. Conde, General Counsel & Chief Compliance Officer 09/11/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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