UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
Definitive Healthcare Corp.
(Name of Issuer)
Class A common stock, $0.001 par value per share
(Title of Class of Securities)
24477E103
(CUSIP Number)
December 31, 2023
(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)
[ X ] 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 the 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).
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CUSIP No. 24477E103 |
SCHEDULE 13G |
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1 |
Names of Reporting Person Jason Ronald Krantz |
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2 |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ |
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization United States |
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Number of |
5 |
Sole Voting Power 21,787,263(1) |
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6 |
Shared Voting Power 0 |
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Sole Dispositive Power 21,787,263(1) |
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8 |
Shared Dispositive Power 0 |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 21,787,263(1) |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
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11 |
Percent of Class Represented by Amount in Row (9) 15.8%(2) |
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Type of Reporting Person IN |
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(1) Consists of (i) 450,000 shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”) held by DH Holdings (fka Jason R. Krantz 2009 Trust), of which the Reporting Person is the trustee and beneficiary, (ii) 56,128 shares of Class A Common Stock held directly by the Reporting Person, (iii) 124,493 shares of Class A Common Stock that are issuable to the Reporting Person upon vesting of restricted stock units and performance-based restricted stock units, within 60 days of December 31, 2023, (iv) 20,451,027 shares of Class A Common Stock of the Issuer that are issuable, at the holder’s election, upon exchange of an equal number of Limited Liability Company Units of AIDH Topco, LLC (“LLC Units”) held by DH Holdings (fka Jason R. Krantz 2009 Trust), that are currently vested and (v) 705,615 shares of Class A Common Stock that are issuable, at the holder’s election, upon exchange of an equal number of vested LLC Units held directly by the Reporting Person.
(2) Based on 137,843,387 outstanding shares of Class A Common Stock of the Issuer consisting of: (i) 116,562,252 shares of Class A Common Stock outstanding as of December 31, 2023 as reported by the Issuer to the Reporting Person, (ii) 21,156,642 shares of Class A Common Stock issuable upon exchange of the Reporting Person’s directly and indirectly held vested LLC Units, and (iii) 124,493 shares of Class A Common Stock that are issuable to the Reporting Person upon vesting of restricted stock units and performance-based restricted stock units, within 60 days of December 31, 2023.
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Item 1(a). Name of Issuer:
Definitive Healthcare Corp.
Item 1(b). Address of Issuer’s Principal Executive Offices:
492 Old Connecticut Path, Suite 401
Framingham, MA 01701
Item 2(a). Name of Person Filing:
Jason Ronald Krantz
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business office of the Reporting Person is:
492 Old Connecticut Path, Suite 401
Framingham, MA 01701
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Class A common stock, $0.001 par value per share
Item 2(e). CUSIP Number:
24477E103
Item 3. If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)-(c) The responses of the Reporting Person to Rows 5, 6, 7, 8, 9 and 11 in the cover page which relate to the beneficial ownership of the Class A Common Stock of the Issuer, as of December 31, 2023, are incorporated herein by reference.
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As of December 31, 2023, the Reporting Person beneficially owned 21,787,263 shares of Class A Common Stock of the Issuer, including 506,128 directly and indirectly held shares of Class A Common Stock, 124,493 shares of Class A Common Stock that are issuable to the Reporting Person upon vesting of restricted stock units and performance-based restricted stock units, within 60 days of December 31, 2023, and 21,156,642 shares of Class A Common Stock issuable upon the Reporting Person’s election to exchange an equal number of directly and indirectly held vested LLC Units, which represents approximately 15.8% of the shares of Class A Common Stock outstanding. The percentage ownership is based on 137,843,387 outstanding shares of Class A Common Stock of the Issuer consisting of: (i) 116,562,252 shares of Class A Common Stock outstanding as of December 31, 2023 as reported by the Issuer to the Reporting Person, (ii) 21,156,642 shares of Class A Common Stock issuable upon exchange of the Reporting Person’s directly and indirectly held vested LLC Units, and (iii) 124,493 shares of Class A Common Stock that are issuable to the Reporting Person upon vesting of restricted stock units and performance-based restricted stock units, within 60 days of December 31, 2023.
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
The responses of the Reporting Person to Items 2(a) and 4 are incorporated herein by reference.
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. Certification
Not applicable.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: February 13, 2024 |
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/s/ Jason Krantz |
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Jason Krantz |
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