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*
Shamsuddin Kate Marie

(Last) (First) (Middle)
C/O DEFINITIVE HEALTHCARE CORP.
550 COCHITUATE RD

(Street)
FRAMINGHAM MA 01701

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2021
3. Issuer Name and Ticker or Trading Symbol
Definitive Healthcare Corp. [ DH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Product 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)
Class A common stock 56,944(1) 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
LLC Units of AIDH Management Holdings, LLC (2)(3) (2)(3) Class A common stock 438,510 (2)(3) D
Explanation of Responses:
1. Represents restricted stock units subject to time-based vesting, 25% of which vest on the first anniversary of the date of grant, and the remaining 75% of which vest in substantially equal installments at the end of each three-month period measured from the first anniversary of the date of grant for a period of 36 months, subject to the Reporting Person's continued service with the Issuer and the terms of the applicable award agreement.
2. AIDH Management Holdings, LLC ("Management Holdings") is a special purpose investment vehicle through which interests in AIDH Topco, LLC are indirectly owned. Certain unvested awards vest in equal installments on each of the first, second and third anniversaries of the Issuer's initial public offering, and the remainder of the unvested awards continue to vest pursuant to a four-year annual vesting schedule. Once vested the Reporting Person may exchange LLC Units of Management Holdings for LLC Units of AIDH Topco, LLC on a one-for-one basis, which are exchanged for shares of Class A common stock of the Issuer on a one-for-one basis, subject to certain exceptions, conditions and adjustments. The LLC Units of Management Holdings have no expiration date.
3. (Continued form Footnote 2) At the time of any such exchange, an equal number of shares of Class B Common Stock of the Issuer held by the Reporting Person, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, are cancelled.
Remarks:
Exhibit 24 - Power of Attorney
By: /s/ David Samuels, as attorney-in-fact 09/15/2021
** 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.
                               POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints Jason Krantz, Richard Booth and David Samuels of Definitive Healthcare
Corp. (the "Company") or any of them signing singly, and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:

        1.   prepare, execute in the undersigned's name and on the undersigned's
             behalf, and submit to the U.S. Securities and Exchange Commission
             (the "SEC") a Form ID, including amendments thereto, and any other
             documents necessary or appropriate to obtain codes and passwords
             enabling the undersigned to make electronic filings with the SEC of
             reports required by Section 16(a) of the Securities Exchange Act of
             1934 or any rule or regulation of the SEC;

        2.   execute for and on behalf of the undersigned with respect to the
             Company, Schedules 13D and 13G and Forms 3, 4, and 5 in accordance
             with Sections 13 and 16(a) of the Securities Exchange Act of 1934
             and the rules thereunder;

        3.   do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete and
             execute any such Schedules 13D or 13G or Form 3, 4, or 5, complete
             and execute any amendment or amendments thereto, and timely file
             such form with the SEC and any stock exchange or similar authority;
             and

        4.   take any other action of any type whatsoever in connection with the
             foregoing which, in the opinion of such attorney-in-fact, may be of
             benefit to, in the best interest of, or legally required by, the
             undersigned, it being understood that the documents executed by
             such attorney-in-fact on behalf of the undersigned pursuant to this
             Power of Attorney shall be in such form and shall contain such
             terms and conditions as such attorney-in-fact may approve in such
             attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming any of the
undersigned's responsibilities to comply with Sections 13 and 16 of the
Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 13th day of August, 2021.


                                        By: /s/ Kate Shamsuddin
                                        ----------------------------------------
                                        Name: Kate Shamsuddin