ThZeal - The Zeal

SEC FORM 3 SEC Form 3

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^*

Grimmig Andrew E

(Last)

(First)

(Middle)

C/O DOUBLEVERIFY HOLDINGS, INC.

233 SPRING STREET

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2021

3. Issuer Name and Ticker or Trading Symbol
DoubleVerify Holdings, Inc. [ DV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	28,861	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Options (Rights to Buy)	⁽¹⁾	04/27/2030	Common Stock	441,173	$6.45	D
Options (Rights to Buy)	⁽²⁾	04/27/2030	Common Stock	441,173	$6.45	D
Options (Rights to Buy)	⁽³⁾	02/15/2031	Common Stock	51,607	$20.31	D
Restricted Stock Units	04/01/2022⁽⁴⁾	⁽⁴⁾	Common Stock	54,264	⁽⁵⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	31,726	⁽⁵⁾	D

Explanation of Responses:

1. Represents non-qualified stock options granted on April 27, 2020, 25% of which vested on March 30, 2021 and the remainder of which have continued, and will continue, to vest at a rate of 6.25% per quarter thereafter, subject to Mr. Grimmig's continued employment.

2. Represents non-qualified stock options granted on April 27, 2020 that vest upon the date that Providence VII U.S. Holdings L.P. receives cumulative cash proceeds in respect of its investment in DoubleVerify Holdings, Inc. (the "Company") equal to two times its aggregate cash investment in the Company, subject to Mr. Grimmig's continued employment.

3. Represents non-qualified stock options granted on February 17, 2021, 25% of which vest on February 15, 2022 and the remainder of which vest at a rate of 6.25% per quarter thereafter, subject to Mr. Grimmig's continued employment.

4. Represents time vesting restricted stock units granted on April 27, 2020 that vest on April 1, 2022, subject to Mr. Grimmig's continued employment.

5. Restricted stock units convert into common stock on a one-for-one basis.

6. Represents time vesting restricted stock units granted on February 17, 2021, 25% of which vest on February 15, 2022 and the remainder of which vest at a rate of 6.25% per quarter thereafter, subject to Mr. Grimmig's continued employment.

Remarks:

Exhibit List: Ex.24 - Power of Attorney

	/s/ Andrew E. Grimmig	04/20/2021
	** 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.