SEC FORM
4
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Definitive Healthcare Corp.
[ DH ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 11/22/2021
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock |
11/22/2021 |
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D |
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93,947 |
D |
$34.74
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2,791,929
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I |
See notes
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Class B Common Stock |
11/22/2021 |
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D |
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902,103 |
D |
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26,808,886
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I |
See notes
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
LLC Units of AIDH Topco, LLC |
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11/22/2021 |
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D
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902,103
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Class A Common Stock |
902,103
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$34.74
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26,808,886
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I
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See notes
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1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
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1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
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1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
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1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
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1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
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1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
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Explanation of Responses: |
Remarks: |
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SEA VII MANAGEMENT, LLC, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer |
11/24/2021 |
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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 |
11/24/2021 |
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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 |
11/24/2021 |
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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 |
11/24/2021 |
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SPECTRUM VII CO-INVESTMENT FUND, L.P., By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer |
11/24/2021 |
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SPECTRUM EQUITY ASSOCIATES VII, L.P., By: SEA Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer |
11/24/2021 |
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** 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
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). |
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. |
Exhibit 99.1
Explanatory Note
Footnotes to Form 4
(1) On November 22, 2021, the Issuer used the proceeds from the underwriters'
purchase of the Issuer's Class A common stock to repurchase at a price of $34.74
per share or LLC Unit (as defined below), as applicable, (a) 93,947 shares of
Class A common stock from SE VII DHC AIV Feeder, L.P. ("Spectrum Feeder"), and
to purchase (b) an aggregate of 902,103 limited liability company units ("LLC
Units" of AIDH Topco, LLC ("Definitive OpCo"), including (i) 900,031 LLC Units
from SE VII DHC AIV, L.P. ("SE VII DHC AIV"); (ii) 1,308 LLC Units from Spectrum
VII Investment Managers Fund, L.P. ("Spectrum Investment Managers Fund"); and
(iii) 764 LLC Units from 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"). 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) The Second Amended and Restated Limited Liability Company Agreement of
Definitive OpCo permits holders of LLC Units to exchange their LLC Units for
shares of Class A Common Stock on a one-for-one basis, subject to certain
exceptions, conditions and adjustments. 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.
(3) Following the reported transactions, SEA VII Management, LLC ("Spectrum")
manages the Spectrum Funds that collectively own 2,791,929 shares of Class A
common stock of the Issuer and 26,808,886 shares of Class B common stock of the
Issuer, which are represented as follows: (i) 2,791,929 shares of Class A common
stock held directly by Spectrum Feeder, (ii) 26,747,318 shares of Class B common
stock held directly by SE VII DHC AIV; (iii) 38,865 shares of Class B common
stock held directly by Spectrum Investment Managers Fund; and (iv) 22,703 shares
of Class B common stock held directly by 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").
(4) 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.
(5) 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.
(6) The Reporting Person may exchange the LLC Units 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 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.