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*
SEA VII Management, LLC

(Last) (First) (Middle)
140 NEW MONTGOMERY STREET,
20TH FLOOR

(Street)
SAN FRANCISCO CA 94105

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
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 2,952,733(1) I See notes(2)(3)(4)
Class B Common Stock 28,352,972(1) I See notes(2)(3)(4)
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 Topco, LLC (5) (5) Class A common stock 28,352,972 (5) I See notes(2)(3)(4)
1. Name and Address of Reporting Person*
SEA VII Management, LLC

(Last) (First) (Middle)
140 NEW MONTGOMERY STREET,
20TH FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SE VII DHC AIV, L.P.

(Last) (First) (Middle)
140 NEW MONTGOMERY STREET,
20TH FLOOR

(Street)
SAN FRANCISCO 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Spectrum VII Investment Managers' Fund, L.P.

(Last) (First) (Middle)
140 NEW MONTGOMERY STREET,
20TH FLOOR

(Street)
SAN FRANCISCO 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SE VII DHC AIV Feeder, L.P.

(Last) (First) (Middle)
140 NEW MONTGOMERY STREET,
20TH FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Spectrum VII Co-Investment Fund, L.P.

(Last) (First) (Middle)
140 NEW MONTGOMERY STREET,
20TH FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Spectrum Equity Associates VII, L.P.

(Last) (First) (Middle)
140 NEW MONTGOMERY STREET,
20TH FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mitchell Christopher

(Last) (First) (Middle)
140 NEW MONTGOMERY STREET,
20TH FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Haywood Jeffrey Charles

(Last) (First) (Middle)
140 NEW MONTGOMERY STREET,
20TH FLOOR

(Street)
SAN FRANCISCO CA

(City) (State) (Zip)
Explanation of Responses:
1. See Exhibit 99.1 for text of footnote (1).
2. See Exhibit 99.1 for text of footnote (2).
3. See Exhibit 99.1 for text of footnote (3).
4. See Exhibit 99.1 for text of footnote (4).
5. See Exhibit 99.1 for text of footnote (5).
Remarks:
Christopher T. Mitchell, a Managing Director of Spectrum and Jeffrey C. Haywood, a Managing Director of Spectrum (together, the "Spectrum Directors"), each serve on the board of directors of the Issuer, and have been deputized to represent the Reporting Persons on the board of directors. By virtue of the Spectrum Directors' representation, for purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons may be deemed directors by deputization of the Issuer. The Spectrum Directors have filed separate Section 16 reports disclosing securities of the Issuer that they may be deemed to beneficially own for Section 16 purposes. Exhibit 99.1 (Footnotes to Form 3) and Exhibit 99.2 (Signatures and Joint Filer Information) are incorporated by reference.
SEA VII MANAGEMENT, LLC, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer 09/15/2021
SE VII DHC AIV, L.P. By: Spectrum Equity Associates VII, L.P., its general partner, By: SEA VII Management, LLC, its general partner, By: /s/Carolina A. Picazo, its Chief Administrative Officer & Chief Compliance Officer 09/15/2021
SE VII DHC AIV FEEDER, L.P., By: Spectrum Equity Associates VII, L.P., its general partner, By: SEA Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer 09/15/2021
SPECTRUM VII INVESTMENT MANAGERS' FUND, L.P., By: SEA Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer 09/15/2021
SPECTRUM VII CO-INVESTMENT FUND, L.P., By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer 09/15/2021
SPECTRUM EQUITY ASSOCIATES VII, L.P., By: SEA Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer 09/15/2021
CHRISTOPHER T. MITCHELL, By: /s/ Christopher T. Mitchell 09/15/2021
JEFFREY C. HAYWOOD, By: /s/ Jeffrey C. Haywood 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).
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                                                                    Exhibit 99.1

                              Footnotes to Form 3

(1) This amount excludes an aggregate of 405,052 shares of Class A common stock
    that the Reporting Persons have irrevocably agreed to sell to the Issuer
    upon closing of the initial public offering ("IPO"), at a price per share
    equal to the IPO price of the Class A common stock minus underwriting
    discounts. This transaction was approved by the board of directors of the
    Issuer for purposes of Rule 16b-3 of the Securities Exchange Act of 1934, as
    amended.

(2) SEA VII Management, LLC ("Spectrum") manages funds that collectively own
    2,952,733 shares of Class A common stock of the Issuer and 28,352,972 shares
    of Class B common stock of the Issuer, which are represented as follows: (i)
    2,952,733 shares of Class A common stock held directly by SE VII DHC AIV
    Feeder, L.P. ("Spectrum Feeder"), (ii) 28,287,857 shares of Class B common
    stock held directly by SE VII DHC AIV, L.P. ("SE VII DHC AIV"); (iii) 41,104
    shares of Class B common stock held directly by Spectrum VII Investment
    Managers Fund, L.P. ("Spectrum Investment Managers Fund"); and (iv) 24,011
    shares of Class B common stock held directly by Spectrum VII Co-Investment
    Fund, L.P. ("Spectrum VII Co-Investment Fund" and, together with Spectrum
    Feeder, SE VII DHC AIV, Spectrum Investment Managers' Fund and Spectrum VII
    Co-Investment FUnd, the "Spectrum Funds").

(3) SEA VII Management, LLC is the general partner of Spectrum Equity
    Associates VII, L.P., which in turn is the general partner of the Spectrum
    Funds.

(4) Each Reporting Person disclaims Section 16 beneficial ownership of the
    shares reported herein except to the extent of its pecuniary interest
    therein, if any, and the inclusion of these shares in this report shall not
    be deemed an admission of beneficial ownership of any of the reported shares
    for purposes of Section 16 or any other purpose.

(5) The Reporting Person may exchange LLC Units of AIDH Topco, LLC 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 AIDH Topco,
    LLC have no expiration date. 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.