SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
DoubleVerify Holdings,
Inc. |
(Name of Issuer) |
Common stock, par value $0.001 per share |
(Title of Class of Securities) |
December 31, 2023 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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 (the “Act”) or
otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of that Act (however, see
the Notes).
CUSIP No. 25862V105
1 |
NAMES OF REPORTING PERSONS
Providence VII U.S. Holdings L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) ¨ |
|
(b) x |
3 |
SEC USE ONLY |
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Delaware |
|
5 |
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
26,122,547 |
SHARES |
6 |
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
EACH |
7 |
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
26,122,547 |
WITH |
8 |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
26,122,547 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
15.4%
(1) |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
PN |
|
|
|
|
(1)
All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052
shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed
with the Securities and Exchange Commission on November 9, 2023.
CUSIP No. 25862V105
1 |
NAMES OF REPORTING PERSONS
Providence Equity GP VII-A L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) ¨ |
|
(b) x |
3 |
SEC USE ONLY |
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Cayman Islands |
|
5 |
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
SHARES |
6 |
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
26,290,908 (See Item 4) |
EACH |
7 |
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
WITH |
8 |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
26,290,908 (See Item 4) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
26,290,908 (See Item 4) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
15.5% (1) |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO |
|
|
|
|
(1) All
percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November
6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November
9, 2023.
CUSIP No. 25862V105
1 |
NAMES OF REPORTING PERSONS
Providence Butternut Co-Investment L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) ¨ |
|
(b) x |
3 |
SEC USE ONLY |
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Cayman Islands |
|
5 |
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
168,361 (See Item 4) |
SHARES |
6 |
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
EACH |
7 |
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
168,361 (See Item 4) |
WITH |
8 |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
168,361 (See Item 4) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.1% (1) |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO |
|
|
|
|
(1)
All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052
shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed
with the Securities and Exchange Commission on November 9, 2023.
CUSIP No. 25862V105
1 |
NAMES OF REPORTING PERSONS
Jonathan M. Nelson |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) ¨ |
|
(b) x |
3 |
SEC USE ONLY |
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States |
|
5 |
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
SHARES |
6 |
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
26,290,908 (See Item 4) |
EACH |
7 |
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
WITH |
8 |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
26,290,908 (See Item 4) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
26,290,908 (See Item 4) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
15.5% (1) |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
|
|
|
|
(1)
All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052
shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed
with the Securities and Exchange Commission on November 9, 2023.
CUSIP No. 25862V105
1 |
NAMES OF REPORTING PERSONS
R. Davis Noell |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) ¨ |
|
(b) x |
3 |
SEC USE ONLY |
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States |
|
5 |
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
SHARES |
6 |
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
26,290,908 (See Item 4) |
EACH |
7 |
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
WITH |
8 |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
26,290,908 (See Item 4) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
26,290,908 (See Item 4) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
15.5% (1) |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
|
|
|
|
(1)
All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052
shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed
with the Securities and Exchange Commission on November 9, 2023.
CUSIP No. 25862V105
1 |
NAMES OF REPORTING PERSONS
J. David Phillips
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) ¨ |
|
(b) x |
3 |
SEC USE ONLY |
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States |
|
5 |
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
SHARES |
6 |
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
26,290,908 (See Item 4) |
EACH |
7 |
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
WITH |
8 |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
26,290,908 (See Item 4) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
26,290,908 (See Item 4) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
15.5% (1) |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
|
|
|
|
(1)
All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052
shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed
with the Securities and Exchange Commission on November 9, 2023.
CUSIP No. 25862V105
1 |
NAMES OF REPORTING PERSONS
Karim A. Tabet |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) ¨ |
|
(b) x |
3 |
SEC USE ONLY |
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
France |
|
5 |
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
SHARES |
6 |
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
26,290,908 (See Item 4) |
EACH |
7 |
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
WITH |
8 |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
26,290,908 (See Item 4) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
26,290,908 (See Item 4) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
15.5% (1) |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
|
|
|
|
(1)
All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052
shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed
with the Securities and Exchange Commission on November 9, 2023.
CUSIP No. 25862V105
1 |
NAMES OF REPORTING PERSONS
Andrew A. Tisdale |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) ¨ |
|
(b) x |
3 |
SEC USE ONLY |
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States |
|
5 |
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
SHARES |
6 |
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
26,290,908 (See Item 4) |
EACH |
7 |
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
WITH |
8 |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
26,290,908 (See Item 4) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
26,290,908 (See Item 4) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
15.5% (1) |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
|
|
|
|
(1) All percentages calculated in this Schedule
13G are based upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s
quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2023.
CUSIP No. 25862V105
1 |
NAMES OF REPORTING PERSONS
Michael J. Dominguez |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) ¨ |
|
(b) x |
3 |
SEC USE ONLY |
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States |
|
5 |
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
SHARES |
6 |
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
26,290,908 (See Item 4) |
EACH |
7 |
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
WITH |
8 |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
26,290,908 (See Item 4) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
26,290,908 (See Item 4) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
15.5% (1) |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
|
|
|
|
(1) All
percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November
6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November
9, 2023.
CUSIP No. 25862V105
Item 1.
DoubleVerify Holdings, Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
The Issuer’s principal executive offices are located
at 462 Broadway, New York, New York 10013.
Item 2.
| (a) | Name of Person Filing: |
This Schedule 13G is being jointly filed by each of the following
persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act: Providence
VII U.S. Holdings L.P. (“PEP VII”), Providence Equity GP VII-A L.P. (“PEP GP”), Providence Butternut Co-Investment
L.P. (“PEP Butternut”), Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael
J. Dominguez (collectively, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement,
dated February 14, 2022, a copy of which is attached as Exhibit 99.1 to this Schedule 13G, pursuant to which the Reporting Persons
agreed to file the original Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under
the Act.
| (b) | Address of Principal Business Office or, if none, Residence |
The address of the principal business office of each of the
Reporting Persons is c/o Providence Equity Partners L.L.C., 50 Kennedy Plaza, 18th Floor, Providence, Rhode Island 02903.
PEP VII is a limited partnership organized under the laws of
the State of Delaware. PEP GP and PEP Butternut are exempted limited partnerships organized under the laws of the Cayman Islands. Jonathan
M. Nelson, R. Davis Noell, J. David Phillips, Andrew A. Tisdale and Michael J. Dominguez are citizens of the United States and Karim A.
Tabet is a citizen of France.
| (d) | Title of Class of Securities: |
Common stock, par value $0.001
per share (the “Common Stock”)
25862V105
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) ¨ Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o);
(b) ¨ Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ Insurance company as defined
in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) ¨ An investment adviser in accordance
with §240.13d-1(b) (1)(ii)(E);
(f) ¨ An employee benefit plan or
endowment fund in accordance with §240.13d-1(b) (1)(ii)(F);
(g) ¨ A parent holding company or
control person in accordance with §240.13d-1(b) (1)(ii)(G);
(h) ¨ A savings associations as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded
from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) ¨ A non-U.S. institution in accordance
with § 240.13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with §
240.13d-1(b)(1)(ii)(K).
Not Applicable.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
26,122,547
shares of Common Stock are held directly by PEP VII and may be deemed to be beneficially owned by PEP GP because PEP GP is the general
partner of PEP VII. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez
control Providence Holdco (International) GP Ltd., which is the general partner of Providence Fund Holdco (International) L.P. Providence
Fund Holdco (International) L.P. is the sole shareholder of PEP VII-A International Ltd., which is the general partner of PEP GP.
Jonathan M. Nelson, 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 PEP VII due to their relationships
with Providence Holdco (International) GP Ltd.
168,361
shares of Common Stock are held directly by PEP Butternut and may be deemed to be beneficially owned by PEP GP because PEP GP is the general
partner of PEP Butternut. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez
control Providence Holdco (International) GP Ltd., which is the general partner of Providence Fund Holdco (International) L.P. Providence
Fund Holdco (International) L.P. is the sole shareholder of PEP VII-A International Ltd., which is the general partner of PEP GP.
Jonathan M. Nelson, 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 PEP Butternut due to their relationships
with Providence Holdco (International) GP Ltd.
Each of the Reporting Persons, other than the direct holder
of the securities, disclaims beneficial ownership of the shares of Common Stock owned by the other Reporting Persons except to the extent
of its or his pecuniary interest therein and this report shall not be deemed an admission that any such Reporting Person is the beneficial
owner of such securities for purposes of Section 13(d) of the Act, or for any other purpose.
In the aggregate, the Reporting Persons beneficially own
26,290,908 shares of Common Stock, or 15.5% of the total number of shares of Common Stock outstanding.
All percentages calculated in this Schedule 13G are based
upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly
report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2023.
| (c) | Number of shares as to which the person has: |
(i) Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages.
(ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover
pages.
(iii) Sole power to dispose or to direct the
disposition:
See the responses to Item 7 on the attached cover pages.
(iv) Shared power to dispose or to direct the
disposition:
See the responses to Item 8 on the attached cover pages.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following ¨:
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
The Reporting Persons may be deemed to be a “group” for
purposes of Section 13(d)(3) of the Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than
as described in this Schedule 13G.
Item 9. |
Notice of Dissolution of Group. |
Not Applicable.
Not Applicable.
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2024
PROVIDENCE VII U.S. HOLDINGS L.P. |
By: Providence Equity GP VII-A L.P., its general partner |
|
|
|
By: PEP VII-A International Ltd., its general partner |
|
|
|
By: |
/s/ Sarah N. Conde |
|
Name: Sarah N. Conde |
|
Title: General Counsel, Managing Director & Chief Compliance Officer |
|
|
PROVIDENCE EQUITY GP VII-A L.P. |
By: PEP VII-A International Ltd., its general partner |
|
|
|
By: |
/s/ Sarah N. Conde |
|
Name: Sarah N. Conde |
|
Title: General Counsel, Managing Director & Chief Compliance Officer |
|
|
PROVIDENCE BUTTERNUT CO-INVESTMENT L.P. |
By: Providence Equity GP VII-A L.P., its general partner |
|
|
|
By: PEP VII-A International Ltd., its general partner |
|
|
|
By: |
/s/ Sarah N. Conde |
|
Name: Sarah N. Conde |
|
Title: General Counsel, Managing Director & Chief Compliance Officer |
|
|
|
By: |
/s/ Sarah N. Conde |
|
Name: Sarah N. Conde, as Attorney-in-Fact for Jonathan M. Nelson |
|
|
|
By: |
/s/ Sarah N. Conde |
|
Name: Sarah N. Conde, as Attorney-in-Fact for R. Davis Noell |
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By: |
/s/
Sarah N. Conde |
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Name: Sarah N. Conde, as Attorney-in-Fact for J. David Phillips |
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By: |
/s/
Sarah N. Conde |
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Name: Sarah N. Conde, as Attorney-in-Fact for Karim A. Tabet |
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By: |
/s/
Sarah N. Conde |
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Name: Sarah N. Conde, as Attorney-in-Fact for Andrew A. Tisdale |
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By: |
/s/
Sarah N. Conde |
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Name: Sarah N. Conde, as Attorney-in-Fact for Michael J. Dominguez |
Exhibit 99.1
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE
13G
The undersigned hereby agree as follows:
| (i) | Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on
behalf of each of them; and |
| (ii) | Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. |
Date: February 14, 2022
PROVIDENCE VII U.S. HOLDINGS L.P. |
By: Providence Equity GP VII-A L.P., its general partner |
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By: PEP VII-A International Ltd., its general partner |
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By: |
/s/ Sarah N. Conde |
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Name: Sarah N. Conde |
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Title: Managing Director, General Counsel & Chief Compliance Officer |
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PROVIDENCE EQUITY GP VII-A L.P. |
By: PEP VII-A International Ltd., its general partner |
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By: |
/s/ Sarah N. Conde |
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Name: Sarah N. Conde |
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Title: Managing Director, General Counsel & Chief Compliance Officer |
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PROVIDENCE BUTTERNUT CO-INVESTMENT L.P. |
By: Providence Equity GP VII-A L.P., its general partner |
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By: PEP VII-A International Ltd., its general partner |
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By: |
/s/ Sarah N. Conde |
|
Name: Sarah N. Conde |
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Title: Managing Director, General Counsel & Chief Compliance Officer |
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PROVIDENCE PUBLIC MASTER L.P. |
By: Providence Public GP L.L.C., its general partner |
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By: |
/s/ Sarah N. Conde |
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Name: Sarah N. Conde |
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Title: Managing Director, General Counsel & Chief Compliance Officer |
|
By: |
/s/ Jonathan M. Nelson |
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Name: Jonathan M. Nelson |
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By: |
/s/ R. Davis Noell |
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Name: R. Davis Noell |
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By: |
/s/ J. David Phillips |
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Name: J. David Phillips |
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By: |
/s/ Karim A. Tabet |
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Name: Karim A. Tabet |
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By: |
/s/ Andrew A. Tisdale |
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Name: Andrew A. Tisdale |
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By: |
/s/ Michael J. Dominguez |
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Name: Michael J. Dominguez |
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