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 |
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(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) 08/08/2022
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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 B Common Stock |
08/08/2022 |
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J
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1,100,000 |
D |
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22,991,844 |
I |
See note
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Class A Common Stock |
08/08/2022 |
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C
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1,100,000 |
A |
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3,608,971 |
I |
See note
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Class A Common Stock |
08/08/2022 |
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S |
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1,100,000
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D |
$24.5
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2,508,971 |
I |
See note
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Class B Common Stock |
08/09/2022 |
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J
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1,016,000 |
D |
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21,975,844 |
I |
See note
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Class A Common Stock |
08/09/2022 |
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C
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1,016,000 |
A |
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3,524,971 |
I |
See note
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Class A Common Stock |
08/09/2022 |
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S |
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1,016,000
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D |
$22.75
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2,508,971 |
I |
See note
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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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08/08/2022 |
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C
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1,100,000 |
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Class A Common Stock |
1,100,000
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22,991,844 |
I |
See note
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LLC Units of AIDH Topco, LLC |
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08/09/2022 |
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C
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1,016,000 |
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Class A Common Stock |
1,016,000
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21,975,844 |
I |
See note
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1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, 20TH FLOOR |
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(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 |
08/10/2022 |
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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 |
08/10/2022 |
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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 |
08/10/2022 |
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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 |
08/10/2022 |
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SPECTRUM VII CO-INVESTMENT FUND, L.P., By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer |
08/10/2022 |
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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 |
08/10/2022 |
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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
(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) 1,097,712 by SE VII
DHC AIV, L.P. ("SE VII DHC AIV"), (ii) 1,444 by Spectrum VII Investment
Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund") and (iii) 844 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 Persons, 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 21,975,844 shares of
Class B common stock of the Issuer, which are represented as follows: (i)
2,309,392 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) 199,579 shares of Class A Common Stock held directly by SE VII DHC
AIV and 21,924,917 shares of Class B Common Stock held directly by SE VII DHC
AIV; (iii) 32,148 shares of Class B Common Stock held directly by Spectrum VII
Investment Managers' Fund; and (iv) 18,779 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 the sale of 1,097,712 shares of Class A Common Stock by SE VII
DHC AIV, 1,444 shares by Spectrum VII Investment Managers' Fund, and 844 shares
by Spectrum VII Co-Investment Fund.
(5) Represents the exchange of LLC Units of 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 are as follows: (i)
1,013,887 by SE VII DHC AIV, (ii) 1,334 by Spectrum VII Investment Managers'
Fund and (iii) 779 by Spectrum VII Co-Investment Fund.
(6) Represents the sale of 199,579 shares of Class A Common Stock by SE VII
DHC AIV Feeder, 814,308 shares by SE VII DHC AIV, 1,334 shares by Spectrum VII
Investment Managers' Fund, and 779 shares by Spectrum VII Co-Investment Fund.