0000899243-23-016034.txt : 20230620 0000899243-23-016034.hdr.sgml : 20230620 20230620182430 ACCESSION NUMBER: 0000899243-23-016034 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230615 FILED AS OF DATE: 20230620 DATE AS OF CHANGE: 20230620 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEP Group, LLC CENTRAL INDEX KEY: 0001216495 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39709 FILM NUMBER: 231026843 BUSINESS ADDRESS: STREET 1: C/O VISTA EQUITY PARTNERS STREET 2: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: C/O VISTA EQUITY PARTNERS STREET 2: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: VEFIIGP LLC DATE OF NAME CHANGE: 20030129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VISTA EQUITY PARTNERS FUND III GP, LLC CENTRAL INDEX KEY: 0001447898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39709 FILM NUMBER: 231026838 BUSINESS ADDRESS: STREET 1: C/O VISTA EQUITY PARTNERS STREET 2: 150 CALIFORNIA STREET, 19TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 765-6500 MAIL ADDRESS: STREET 1: C/O VISTA EQUITY PARTNERS STREET 2: 150 CALIFORNIA STREET, 19TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEPF IV AIV VII-A, L.P. CENTRAL INDEX KEY: 0001896098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39709 FILM NUMBER: 231026842 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VFF I AIV IV, L.P. CENTRAL INDEX KEY: 0001896094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39709 FILM NUMBER: 231026837 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vista Equity Partners Fund IV GP, LLC CENTRAL INDEX KEY: 0001898583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39709 FILM NUMBER: 231026841 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEPF III AIV VI, L.P. CENTRAL INDEX KEY: 0001896384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39709 FILM NUMBER: 231026840 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEPF III AIV VI-A, L.P. CENTRAL INDEX KEY: 0001896386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39709 FILM NUMBER: 231026839 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VFF I AIV IV-A, L.P. CENTRAL INDEX KEY: 0001896389 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39709 FILM NUMBER: 231026836 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vista Foundation Fund I GP, LLC CENTRAL INDEX KEY: 0001898582 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39709 FILM NUMBER: 231026835 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CVENT HOLDING CORP. CENTRAL INDEX KEY: 0001827075 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1765 GREENSBORO STATION PLACE, 7TH FLOOR CITY: TYSONS STATE: VA ZIP: 22102 BUSINESS PHONE: (703) 226-3500 MAIL ADDRESS: STREET 1: 1765 GREENSBORO STATION PLACE, 7TH FLOOR CITY: TYSONS STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: Dragoneer Growth Opportunities Corp. II DATE OF NAME CHANGE: 20201027 FORMER COMPANY: FORMER CONFORMED NAME: Dragoneer Growth Opportunities Beta Corp. DATE OF NAME CHANGE: 20201002 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-06-15 1 0001827075 CVENT HOLDING CORP. CVT 0001216495 VEP Group, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 0 0 1 0 0001896098 VEPF IV AIV VII-A, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 0 0 1 0 0001898583 Vista Equity Partners Fund IV GP, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 0 0 1 0 0001896384 VEPF III AIV VI, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 0 0 1 0 0001896386 VEPF III AIV VI-A, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 0 0 1 0 0001447898 VISTA EQUITY PARTNERS FUND III GP, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 0 0 1 0 0001896094 VFF I AIV IV, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 0 0 1 0 0001896389 VFF I AIV IV-A, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 0 0 1 0 0001898582 Vista Foundation Fund I GP, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 0 0 1 0 0 Common Stock 2023-06-15 4 J 0 397745049 8.50 D 0 I See footnotes Pursuant to that certain Agreement and Plan of Merger, dated as of March 14, 2023 (the "Merger Agreement"), by and among the Issuer, Capstone Borrower, Inc. ("Parent"), and Capstone Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $8.50 per share in cash, without interest (the "Merger Consideration"). This amount represents (i) 181,049,399 shares of Issuer Common Stock held directly by Vista Equity Partners Fund VI, L.P., or VEPF VI, (ii) 109,372,061 shares of Issuer Common Stock held directly by Vista Equity Partners Fund VI-A, L.P., or VEPF VI-A, (iii) 2,203,215 shares of Issuer Common Stock held directly by VEPF VI FAF, L.P., or VEPF VI FAF, (iv) 51,185,845 shares of Issuer Common Stock held directly by VEPF IV AIV VII, L.P., or VEPF IV, (v) 19,637,433 shares of Issuer Common Stock held directly by VEPF IV AIV VII-A, L.P., or VEPF IV-A, (vi) 18,693,976 shares of Issuer Common Stock held directly by VEPF III AIV VI, L.P., or VEPF III, (vii) 3,427,576 shares of Issuer Common Stock held directly by VEPF III AIV VI-A, L.P., or VEPF III-A, (ix) 6,552,013 shares of Issuer Common Stock held directly by VFF I AIV IV, L.P., or VFF I, and (x) 5,623,531 shares of Issuer Common Stock held directly by VFF I AIV IV-A, L.P., (Continued from Footnote 2) or VFF I-A, and collectively with VEPF VI, VEPF VI-A, VEPF VI FAF, VEPF IV, VEPF IV-A, VEPF III, VEPF III-A and VFF I, the Vista Funds. Vista Equity Partners Fund VI GP, L.P., or VEPF VI GP, is the sole general partner of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF VI GP's sole general partner is VEPF VI GP, Ltd., or VEPF VI UGP. Robert F. Smith is the Sole Director of VEPF VI UGP, as well as one of its 11 Members. VEPF Management, L.P., or VEPF Management, is the sole management company of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF Management's sole general partner is VEP Group, LLC, or VEP Group, and VEPF Management's sole limited partner is Vista Equity Partners Management, LLC, or VEPM. VEP Group is the Senior Managing Member of VEPM. Vista Equity Partners Fund IV GP, LLC, or VEPF IV GP, is the sole general partner of each of VEPF IV (Continued from Footnote 4) and VEPF IV-A. VEPF IV GP's sole senior managing member is VEP Group. Vista Equity Partners Fund III GP, LLC, or VEPF III GP is the sole general partner of each of VEPF III and VEPF III-A. VEPF III GP's sole senior managing member is VEP Group. Vista Foundation Fund I GP, LLC, or VFF I GP, is the sole general partner of each of VFF I and VFF I-A. VFF I GP's sole senior managing member is VEP Group. Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, VEPF VI UGP and VEP Group may be deemed the beneficial owners of the shares held by VEPF VI, VEPF VI-A and VEPF VI FAF, and Mr. Smith and VEP Group may be deemed the beneficial owners of the shares held by VEPF IV, VEPF IV-A, VEPF III, VEPF III-A, VFF I and VFF I-A. Each of the Vista Funds, VEPF VI UGP, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly. Form 2 of 2 /s/ Robert F. Smith, a Sole Managing Member of the Sole Senior Managing Member of the General Partner of VEPF IV AIV VII-A, L.P. 2023-06-20 /s/ Robert F. Smith, a Sole Managing Member of the Sole Senior Managing Member of the General Partner of Vista Equity Partners Fund IV GP, LLC 2023-06-20 /s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of the General Partner of VFF I AIV IV, L.P 2023-06-20 /s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of the General Partner of VFF I AIV IV-A, L.P. 2023-06-20 /s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of Vista Foundation Fund I GP, LLC 2023-06-20 /s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of the General Partner of VEPF III AIV VI, L.P. 2023-06-20 /s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of the General Partner of VEPF III AIV VI-A, L.P. 2023-06-20 /s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of Vista Equity Partners Fund III GP, LLC 2023-06-20 /s/ Robert F. Smith, the Sole Managing Member of VEP Group, LLC 2023-06-20