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

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1. Name and Address of Reporting Person^*

Zagorski Mark

(Last)

(First)

(Middle)

C/O DOUBLEVERIFY HOLDINGS, INC.

233 SPRING STREET

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2021

3. Issuer Name and Ticker or Trading Symbol
DoubleVerify Holdings, Inc. [ DV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Common Stock	184,705	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Options (Rights to Buy)	⁽¹⁾	07/28/2030	Common Stock	1,083,333	$6.93	D
Options (Rights to Buy)	⁽²⁾	07/28/2030	Common Stock	1,083,333	$13.86	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	166,667	⁽⁴⁾	D
Restricted Stock Units	07/21/2021⁽⁵⁾	⁽⁵⁾	Common Stock	86,580	⁽⁴⁾	D

Explanation of Responses:

1. Represents non-qualified stock options granted on July 28, 2020, 25% of which vest on July 21, 2021, which is the one-year anniversary of Mr. Zagorski's commencement of employment, and then at a rate of 6.25% per quarter over the next 12 quarters, subject in all cases to Mr. Zagorski's continued employment through the applicable vesting date. Notwithstanding the foregoing, upon the completion of the initial public offering (the "IPO") of common stock of DoubleVerify Holdings, Inc., the options that would have vested over the 12 months following the completion of the IPO will vest, and the remaining options will vest on their original vesting schedule without regard to the aforementioned acceleration.

2. Represents non-qualified stock options granted on July 28, 2020 that are subject to the same time vesting criteria as the options described in note 1 above (including in respect of the accelerated vesting upon the completion of the IPO).

3. Represents time vesting restricted stock units granted on July 28, 2020 that are subject to the same time vesting criteria as the options described in note 1 above (including in respect of the accelerated vesting upon the completion of the IPO).

4. Restricted stock units convert into common stock on a one-for-one basis.

5. Represents time vesting restricted stock units granted on July 28, 2020 that vest on July 21, 2021, subject to Mr. Zagorski's continued employment.

Remarks:

Exhibit List: Ex.24 - Power of Attorney

	/s/ Andrew E. Grimmig, as Attorney-in-Fact for Mark S. Zagorski	04/20/2021
	** 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.
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