0000899243-23-016028.txt : 20230620
0000899243-23-016028.hdr.sgml : 20230620
20230620182010
ACCESSION NUMBER: 0000899243-23-016028
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: Quattrone David C.
CENTRAL INDEX KEY: 0001583934
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39709
FILM NUMBER: 231026825
MAIL ADDRESS:
STREET 1: 1765 GREENSBORO STATION PLACE
STREET 2: 7TH FLOOR
CITY: TYSONS CORNER
STATE: VA
ZIP: 22102
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
0001583934
Quattrone David C.
C/O CVENT HOLDING CORP.
1765 GREENSBORO STATION PLACE, 7TH FLOOR
TYSONS CORNER
VA
22102
0
1
0
0
Chief Technology Officer
0
Common Stock
2023-06-15
4
D
0
1722310
8.50
D
0
D
Common Stock
2023-06-15
4
D
0
408876
8.50
D
0
I
By David C. Quattrone Irrevocable Trust (2013)
Stock Options (Right to Buy)
3.66
2023-06-15
4
D
0
4214472
D
2027-05-26
Common Stock
4214472
0
D
Stock Options (Right to Buy)
3.66
2023-06-15
4
J
0
206612
D
2027-05-26
Common Stock
206612
474093
I
By David C. Quattrone Irrevocable Trust (2013)
Stock Options (Right to Buy)
3.66
2023-06-15
4
D
0
474093
D
2027-05-26
Common Stock
474093
0
I
By David C. Quattrone Irrevocable Trust (2013)
Stock Options (Right to Buy)
3.66
2023-06-15
4
D
0
13614
D
2027-08-29
Common Stock
13614
0
D
Stock Options (Right to Buy)
5.07
2023-06-15
4
J
0
1215285
D
2031-04-07
Common Stock
1215285
0
D
Stock Options (Right to Buy)
8.05
2023-06-15
4
D
0
391342
D
2032-02-28
Common Stock
391342
0
D
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").
The shares of the Issuer's common stock reported as disposed by the Reporting Person include restricted stock units ("RSUs") of the Issuer which, pursuant to the Merger Agreement, were automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Merger Consideration and (b) the total number of shares of the Issuer's common stock subject to such RSUs as of immediately prior to the Effective Time (the "Cash Replacement RSU Amounts"). The Cash Replacement RSU Amounts will, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the same time as the RSU awards for which the Cash Replacement RSU Amounts were exchanged would have vested pursuant to their terms.
Pursuant to the Merger Agreement, at the Effective Time, (i) the vested portion of this option (the "Vested Options") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of the Issuer's common stock subject to such Vested Option as of immediately prior to the Effective Time and (b) the excess, if any, of the Merger Consideration over the per share exercise price of such Vested Options, and (ii) the unvested portion of this option (the "Unvested Options") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of Issuer's common stock subject to such Unvested Options as of immediately prior to the Effective Time and (b) the excess, if any,
(Continued from Footnote 3) of the Merger Consideration over the per share exercise price of such Unvested Options (the "Cash Replacement Option Amounts"). The Cash Replacement Option Amounts will, subject to the holder's continued service through the applicable vesting dates, vest and be payable at the same time as the Unvested Options for which the Cash Replacement Option Amounts were exchanged would have vested pursuant to their terms.
Pursuant to the Management Rollover Agreements (the "Rollover Agreements") between Capstone TopCo, Inc. ("Topco") and each of the Reporting Person and an entity that held shares of common stock indirectly owned by the Reporting Person, each dated June 13, 2023, the Reporting Person contributed the shares of common stock underlying vested options of the Issuer to Topco in exchange for a number of TopCo securities calculated in accordance with the Rollover Agreements.
This amount has been updated to reflect an administrative error in a previous filing by the Reporting Person which overstated the number of shares of common stock underlying this option by one (1).
/s/ Kevin Frank, attorney-in-fact for David C. Quattrone
2023-06-20