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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SEA VII Management, LLC (Last) (First) (Middle) 140 NEW MONTGOMERY STREET, 20TH FLOOR (Street) SAN FRANCISCO CA 94105 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Definitive Healthcare Corp. [ DH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/10/2022
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	05/10/2022		J(1)(2)		2,717,042	D	(1)(2)	24,091,844	I	See note(3)
Class A Common Stock	05/10/2022		C(1)(2)		2,717,042	A	(1)(2)	5,508,971	I	See note(3)
Class A Common Stock	05/10/2022		J(4)		2,993,760(4)	D	$0.00(4)	2,515,211	I	See note(3)
Class A Common Stock	05/11/2022		S		1,490(5)	D	$15.55(5)	2,513,721	I	See note(3)
Class A Common Stock	05/11/2022		S		2,550(6)	D	$15.55(6)	2,511,171	I	See note(3)
Class A Common Stock	05/11/2022		S		811(7)	D	$16.52(7)	2,510,360	I	See note(3)
Class A Common Stock	05/11/2022		S		1,389(8)	D	$16.52(8)	2,508,971	I	See note(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Units of AIDH Topco, LLC	(2)	05/10/2022		C(1)(2)			2,717,042	(2)	(2)	Class A Common Stock	2,717,042(2)	(1)(2)	24,091,844	I	See note(3)

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 CA 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 Investment Managers' 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 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)

Explanation of Responses:

1. See Exhibit 99.1 for the text of footnote (1).

2. See Exhibit 99.1 for the text of footnote (2).

3. See Exhibit 99.1 for the text of footnote (3).

4. See Exhibit 99.1 for the text of footnote (4).

5. See Exhibit 99.1 for the text of footnote (5).

6. See Exhibit 99.1 for the text of footnote (6).

7. See Exhibit 99.1 for the text of footnote (7).

8. See Exhibit 99.1 for the text of footnote (8).

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.

	SEA VII MANAGEMENT, LLC, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer	05/12/2022
	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, its Chief Administrative Officer & Chief Compliance Officer	05/12/2022
	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	05/12/2022
	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	05/12/2022
	SPECTRUM VII CO-INVESTMENT FUND, L.P., By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer	05/12/2022
	SPECTRUM EQUITY ASSOCIATES VII, L.P., By: SEA Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer	05/12/2022
	** 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.
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                                                                   Exhibit 99.1

                                Explanatory Note

(1)    Represents the exchange of limited liability company units ("LLC Units")
of AIDH Topco, LLC ("Definitive OpCo"), a subsidiary of the Issuer, together
with the cancellation of an equal number of the Issuer's Class B Common Stock
for shares of the Issuer's Class A Common Stock on a one-for-one basis. The LLC
Units exchanged and an equal number of shares of Class B Common Stock cancelled
by each Spectrum Fund (as defined below) are as follows: (i) 2,710,802 by SE
VII DHC AIV, L.P. ("SE VII DHC AIV"), (ii) 3,939 by Spectrum VII Investment
Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund") and (iii) 2,301
by Spectrum VII Co-Investment Fund, L.P. ("Spectrum VII Co-Investment Fund").

(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. The LLC Units have no expiration
date.

(3)    SEA VII Management, LLC ("Spectrum") manages the Spectrum Funds (as
defined below) that collectively own, following the reported transactions,
2,508,971 shares of Class A Common Stock of the Issuer and 24,091,844 shares of
Class B common stock of the Issuer, which are represented as follows: (i)
2,508,971 shares of Class A Common Stock held directly by SE VII DHC AIV
Feeder, L.P. ("Spectrum Feeder" and together with SE VII DHC AIV, Spectrum VII
Investment Managers' Fund and Spectrum VII Co-Investment Fund, the "Spectrum
Funds"), (ii) 24,036,516 shares of Class B Common Stock held directly by SE VII
DHC AIV; (iii) 34,926 shares of Class B Common Stock held directly by Spectrum
VII Investment Managers' Fund; and (iv) 20,402 shares of Class B Common Stock
held directly by Spectrum VII Co-Investment Fund. Spectrum is the general
partner of Spectrum Equity Associates VII, L.P., which in turn is the general
partner of each of the Spectrum Funds. 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.

(4)    Represents a pro rata distribution in kind of the Issuer's Class A
Common Stock for no consideration to limited partners by the Spectrum Funds in
the following amounts: (i) 282,958 shares by Spectrum Feeder and (ii) 2,710,802
shares by SE VII DHC AIV. The other Spectrum Funds did not distribute any
shares of Class A Common Stock.

(5)    Represents the sale of shares of Class A Common Stock by Spectrum VII
Co-Investment Fund. The price reported in Column 4 is a weighted average price.
These shares were sold in multiple transactions at prices ranging from $15.23 to
$16.19, inclusive. The Reporting Persons undertake to provide to Definitive
Healthcare Corp., any security holder, or the staff of the Securities Exchange
Commission, upon request, full information regarding the number of shares sold
at each separate price within the ranges set for in footnotes (5), (6), (7) and
(8) to Form 4.

(6)    Represents the sale of shares of Class A Common Stock by Spectrum VII
Investment Managers Fund. The price reported in Column 4 is a weighted average
price. These shares were sold in multiple transactions at prices ranging from
$15.23 to $16.19, inclusive.

(7)    Represents the sale of shares of Class A Common Stock by Spectrum VII
Co-Investment Fund. The price reported in Column 4 is a weighted average price.
These shares were sold in multiple transactions at prices ranging from $16.23 to
$17.03, inclusive.

(8)    Represents the sale of shares of Class A Common Stock by Spectrum VII
Investment Managers Fund. The price reported in Column 4 is a weighted average
price. These shares were sold in multiple transactions at prices ranging from
$16.23 to $17.03, inclusive.