SEC FORM
3
SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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: |
3235-0104 |
Estimated average burden |
hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 09/15/2021
|
3. Issuer Name and Ticker or Trading Symbol
Definitive Healthcare Corp.
[ DH ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
5. 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 Beneficially Owned |
1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
Class A Common Stock |
2,952,733
|
I |
See notes
|
Class B Common Stock |
28,352,972
|
I |
See notes
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
LLC Units of AIDH Topco, LLC |
|
|
Class A common stock |
28,352,972 |
|
I |
See notes
|
1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
140 NEW MONTGOMERY STREET, |
20TH FLOOR |
(Street)
|
Explanation of Responses: |
Remarks: |
|
SEA VII MANAGEMENT, LLC, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer |
09/15/2021 |
|
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 |
09/15/2021 |
|
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 |
09/15/2021 |
|
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 |
09/15/2021 |
|
SPECTRUM VII CO-INVESTMENT FUND, L.P., By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer |
09/15/2021 |
|
SPECTRUM EQUITY ASSOCIATES VII, L.P., By: SEA Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer |
09/15/2021 |
|
CHRISTOPHER T. MITCHELL, By: /s/ Christopher T. Mitchell |
09/15/2021 |
|
JEFFREY C. HAYWOOD, By: /s/ Jeffrey C. Haywood |
09/15/2021 |
|
** 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
5
(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
Footnotes to Form 3
(1) This amount excludes an aggregate of 405,052 shares of Class A common stock
that the Reporting Persons have irrevocably agreed to sell to the Issuer
upon closing of the initial public offering ("IPO"), at a price per share
equal to the IPO price of the Class A common stock minus underwriting
discounts. 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) SEA VII Management, LLC ("Spectrum") manages funds that collectively own
2,952,733 shares of Class A common stock of the Issuer and 28,352,972 shares
of Class B common stock of the Issuer, which are represented as follows: (i)
2,952,733 shares of Class A common stock held directly by SE VII DHC AIV
Feeder, L.P. ("Spectrum Feeder"), (ii) 28,287,857 shares of Class B common
stock held directly by SE VII DHC AIV, L.P. ("SE VII DHC AIV"); (iii) 41,104
shares of Class B common stock held directly by Spectrum VII Investment
Managers Fund, L.P. ("Spectrum Investment Managers Fund"); and (iv) 24,011
shares of Class B common stock held directly by 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").
(3) 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.
(4) 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.
(5) The Reporting Person may exchange LLC Units of AIDH Topco, LLC 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 of AIDH Topco,
LLC 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.