SEC Form SC 13G/A filed by DoubleVerify Holdings Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

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 (the “Act”) or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of that Act (however, see the Notes).

CUSIP No. 25862V105

(1) All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2023.

CUSIP No. 25862V105

(1) All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2023.

CUSIP No. 25862V105

(1) All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2023.

CUSIP No. 25862V105

(1) All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2023.

CUSIP No. 25862V105

(1) All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2023.

CUSIP No. 25862V105

(1) All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2023.

CUSIP No. 25862V105

(1) All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2023.

CUSIP No. 25862V105

(1) All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2023.

CUSIP No. 25862V105

(1) All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2023.

CUSIP No. 25862V105

Item 1.

DoubleVerify Holdings, Inc. (the “Issuer”)

The Issuer’s principal executive offices are located at 462 Broadway, New York, New York 10013.

Item 2.

This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act: Providence VII U.S. Holdings L.P. (“PEP VII”), Providence Equity GP VII-A L.P. (“PEP GP”), Providence Butternut Co-Investment L.P. (“PEP Butternut”), Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez (collectively, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2022, a copy of which is attached as Exhibit 99.1 to this Schedule 13G, pursuant to which the Reporting Persons agreed to file the original Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

The address of the principal business office of each of the Reporting Persons is c/o Providence Equity Partners L.L.C., 50 Kennedy Plaza, 18th Floor, Providence, Rhode Island 02903.

PEP VII is a limited partnership organized under the laws of the State of Delaware. PEP GP and PEP Butternut are exempted limited partnerships organized under the laws of the Cayman Islands. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Andrew A. Tisdale and Michael J. Dominguez are citizens of the United States and Karim A. Tabet is a citizen of France.

Common stock, par value $0.001 per share (the “Common Stock”)

25862V105

(a)   ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)   ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)   ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)   ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)   ¨ An investment adviser in accordance with §240.13d-1(b) (1)(ii)(E);

(f)    ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b) (1)(ii)(F);

(g)   ¨ A parent holding company or control person in accordance with §240.13d-1(b) (1)(ii)(G);

(h)   ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)    ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)    ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)   ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Not Applicable.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

26,122,547 shares of Common Stock are held directly by PEP VII and may be deemed to be beneficially owned by PEP GP because PEP GP is the general partner of PEP VII. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez control Providence Holdco (International) GP Ltd., which is the general partner of Providence Fund Holdco (International) L.P. Providence Fund Holdco (International) L.P. is the sole shareholder of PEP VII-A International Ltd., which is the general partner of PEP GP. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez may be deemed to exercise voting and investment power over, and thus may be deemed to beneficially own, the securities held by PEP VII due to their relationships with Providence Holdco (International) GP Ltd.

168,361 shares of Common Stock are held directly by PEP Butternut and may be deemed to be beneficially owned by PEP GP because PEP GP is the general partner of PEP Butternut. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez control Providence Holdco (International) GP Ltd., which is the general partner of Providence Fund Holdco (International) L.P. Providence Fund Holdco (International) L.P. is the sole shareholder of PEP VII-A International Ltd., which is the general partner of PEP GP. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez may be deemed to exercise voting and investment power over, and thus may be deemed to beneficially own, the securities held by PEP Butternut due to their relationships with Providence Holdco (International) GP Ltd.

Each of the Reporting Persons, other than the direct holder of the securities, disclaims beneficial ownership of the shares of Common Stock owned by the other Reporting Persons except to the extent of its or his pecuniary interest therein and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of such securities for purposes of Section 13(d) of the Act, or for any other purpose.

In the aggregate, the Reporting Persons beneficially own 26,290,908 shares of Common Stock, or 15.5% of the total number of shares of Common Stock outstanding.

All percentages calculated in this Schedule 13G are based upon an aggregate of 169,986,052 shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2023.

(i) Sole power to vote or to direct the vote:

See the responses to Item 5 on the attached cover pages.

(ii) Shared power to vote or to direct the vote:

See the responses to Item 6 on the attached cover pages.

(iii) Sole power to dispose or to direct the disposition:

See the responses to Item 7 on the attached cover pages.

(iv) Shared power to dispose or to direct the disposition:

See the responses to Item 8 on the attached cover pages.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨:

Not Applicable.

Not Applicable.

The Reporting Persons may be deemed to be a “group” for purposes of Section 13(d)(3) of the Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.

Not Applicable.

Not Applicable.

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.

Date: February 12, 2024