UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Definitive Healthcare Corp.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
24477E103
(CUSIP Number)
December 31, 2021
(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)
☒ 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 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 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 24477E103 |
13G | Page 2 of 13 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
SE VII DHC AIV, L.P.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0
| ||
| 6 | SHARED VOTING POWER
26,747,318
| |||
| 7 | SOLE DISPOSITIVE POWER
0
| |||
| 8 | SHARED DISPOSITIVE POWER
26,747,318
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,747,318
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.2%
|
|||
12 |
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 24477E103 |
13G | Page 3 of 13 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
SE VII DHC AIV Feeder, L.P.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0
| ||
| 6 | SHARED VOTING POWER
2,791,929
| |||
| 7 | SOLE DISPOSITIVE POWER
0
| |||
| 8 | SHARED DISPOSITIVE POWER
2,791,929
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,791,929
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
|
|||
12 |
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 24477E103 |
13G | Page 4 of 13 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
Spectrum VII Investment Managers’ Fund, L.P.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0
| ||
| 6 | SHARED VOTING POWER
38,865
| |||
| 7 | SOLE DISPOSITIVE POWER
0
| |||
| 8 | SHARED DISPOSITIVE POWER
38,865
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,865
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
<0.1%
|
|||
12 |
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 24477E103 |
13G | Page 5 of 13 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
Spectrum VII Co-Investment Fund, L.P.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0
| ||
| 6 | SHARED VOTING POWER
22,703
| |||
| 7 | SOLE DISPOSITIVE POWER
0
| |||
| 8 | SHARED DISPOSITIVE POWER
22,703
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,703
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
<0.1%
|
|||
12 |
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 24477E103 |
13G | Page 6 of 13 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
Spectrum Equity Associates VII, L.P.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0
| ||
| 6 | SHARED VOTING POWER
29,539,247
| |||
| 7 | SOLE DISPOSITIVE POWER
0
| |||
| 8 | SHARED DISPOSITIVE POWER
29,539,247
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,539,247
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.4%
|
|||
| 12 | TYPE OF REPORTING PERSON
PN
|
CUSIP No. 24477E103 |
13G | Page 7 of 13 Pages |
| 1 | NAMES OF REPORTING PERSON(S)
SEA VII Management, LLC
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0
| ||
| 6 | SHARED VOTING POWER
29,600,815
| |||
| 7 | SOLE DISPOSITIVE POWER
0
| |||
| 8 | SHARED DISPOSITIVE POWER
29,600,815
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,600,815
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.5%
|
|||
12 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company)
|
CUSIP No. 24477E103 |
13G | Page 8 of 13 Pages |
| Item 1(a). | Name of Issuer: |
Definitive Healthcare Corp. (the “Issuer”).
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
550 Cochituate Rd, Framingham, Massachusetts 01701.
| Item 2(a). | Names of Persons Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
SE VII DHC AIV, L.P.
SE VII DHC AIV Feeder, L.P.
Spectrum VII Investment Managers' Fund, L.P.
Spectrum VII Co-Investment Fund, L.P.
Spectrum Equity Associates VII, L.P.
SEA VII Management, LLC
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The principal business address of the Reporting Persons is 140 New Montgomery Street, 20th Floor, San Francisco, CA 94105.
| Item 2(c). | Citizenship: |
The Reporting Persons are organized under the laws of the state of Delaware.
| Item 2(d). | Title of Class of Securities: |
Class A common stock, par value $0.001 per share (“Class A Common Stock”).
| Item 2(e). | CUSIP Number: |
24477E103
| 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: |
Not applicable.
CUSIP No. 24477E103 |
13G | Page 9 of 13 Pages |
| Item 4. | Ownership: |
(a) – (c)
The ownership information presented below represents beneficial ownership of the shares of Class A Common Stock as of the date hereof, based upon (i) 88,263,333 shares of Class A Common Stock outstanding as of November 5, 2021, as reported in the Issuer’s Form 10-Q filed on November 8, 2021, and (ii) 11,000,000 shares of Class A Common Stock issued by the Issuer as reported in its prospectus supplement filed on November 19, 2021. The ownership information assumes the conversion of the Class B common stock, no par value (“Class B Common Stock”) of the Issuer held by the Reporting Persons into shares of Class A Common Stock of the Issuer on a one-to-one basis.
| Reporting Person | Amount beneficially owned: | Percent of class: |
Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole
power to dispose or to direct the disposition of: |
Shared
power to dispose or to direct the disposition of: |
| SE VII DHC AIV, L.P. | 26,747,318 | 21.2% | 0 | 26,747,318 | 0 | 26,747,318 |
| SE VII DHC AIV Feeder, L.P. | 2,791,929 | 2.8% | 0 | 2,791,929 | 0 | 2,791,929 |
| Spectrum VII Investment Managers' Fund, L.P. | 38,865 | <0.1% | 0 | 38,865 | 0 | 38,865 |
| Spectrum VII Co-Investment Fund, L.P. | 22,703 | <0.1% | 0 | 22,703 | 0 | 22,703 |
| Spectrum Equity Associates VII, L.P. | 29,539,247 | 23.4% | 0 | 29,539,247 | 0 | 29,539,247 |
| SEA VII Management, LLC | 29,600,815 | 23.5% | 0 | 29,600,815 | 0 | 29,600,815 |
SE VII DHC AIV, L.P. is the beneficial owner of 26,747,318 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock. SE VII DHC AIV Feeder, L.P. is the beneficial owner of 2,791,929 shares of Class A Common Stock. Spectrum VII Investment Managers’ Fund, L.P. is the beneficial owner of 38,865 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock. Spectrum VII Co-Investment Fund, L.P. is the beneficial owner of 22,703 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock.
Spectrum Equity Associates VII, L.P. is the general partner of SE VII DHC AIV, L.P. and SE VII DHC AIV Feeder, L.P. and as a result may be deemed to share beneficial ownership of the shares of Class A Common Stock beneficially owned by SE VII DHC AIV, L.P. and SE VII DHC AIV Feeder, L.P. SEA VII Management, LLC is the general partner of each of Spectrum VII Investment Managers’ Fund, L.P., Spectrum VII Co-Investment Fund, L.P. and Spectrum Equity Associates VII, L.P., and as a result may be deemed to share beneficial ownership of the shares of Class A Common Stock beneficially owned by the foregoing entities. Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Peter T. Jensen, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by the Reporting Persons. Each of the foregoing individuals disclaims beneficial ownership of such securities.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
CUSIP No. 24477E103 |
13G | Page 10 of 13 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2022
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 |
| Carolina A. Picazo | |
| Chief Administrative Officer & Chief | |
| Compliance Officer |
SE VII DHC AIV Feeder, 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 |
| Carolina A. Picazo | |
| Chief Administrative Officer & Chief | |
| Compliance Officer |
Spectrum VII Investment Managers’ Fund, L.P.
| By: | SEA VII Management, LLC |
| its general partner |
| By: | /s/ Carolina A. Picazo |
| Carolina A. Picazo | |
| Chief Administrative Officer & Chief | |
| Compliance Officer |
Spectrum VII Co-Investment Fund, L.P.
| By: | SEA VII Management, LLC |
| its general partner |
| By: | /s/ Carolina A. Picazo |
| Carolina A. Picazo | |
| Chief Administrative Officer & Chief | |
| Compliance Officer |
CUSIP No. 24477E103 |
13G | Page 11 of 13 Pages |
Spectrum Equity Associates VII, L.P.
| By: | SEA VII Management, LLC |
| its general partner |
| By: | /s/ Carolina A. Picazo |
| Carolina A. Picazo | |
| Chief Administrative Officer & Chief | |
| Compliance Officer |
SEA VII Management, LLC
| By: | /s/ Carolina A. Picazo |
| Carolina A. Picazo | |
| Chief Administrative Officer & Chief | |
| Compliance Officer |
CUSIP No. 24477E103 |
13G | Page 12 of 13 Pages |
Exhibit 1
AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement 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.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of this 14th day of February, 2022.
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 |
| Carolina A. Picazo | |
| Chief Administrative Officer & Chief | |
| Compliance Officer |
SE VII DHC AIV Feeder, 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 |
| Carolina A. Picazo | |
| Chief Administrative Officer & Chief | |
| Compliance Officer |
Spectrum VII Investment Managers’ Fund, L.P.
| By: | SEA VII Management, LLC |
| its general partner |
| By: | /s/ Carolina A. Picazo |
| Carolina A. Picazo | |
| Chief Administrative Officer & Chief | |
| Compliance Officer |
CUSIP No. 24477E103 |
13G | Page 13 of 13 Pages |
Spectrum VII Co-Investment Fund, L.P.
| By: | SEA VII Management, LLC |
| its general partner |
| By: | /s/ Carolina A. Picazo |
| Carolina A. Picazo | |
| Chief Administrative Officer & Chief | |
| Compliance Officer |
Spectrum Equity Associates VII, L.P.
| By: | SEA VII Management, LLC |
| its general partner |
| By: | /s/ Carolina A. Picazo |
| Carolina A. Picazo | |
| Chief Administrative Officer & Chief | |
| Compliance Officer |
SEA VII Management, LLC
| By: | /s/ Carolina A. Picazo |
| Carolina A. Picazo | |
| Chief Administrative Officer & Chief | |
| Compliance Officer |