0000899243-21-036911.txt : 20210921 0000899243-21-036911.hdr.sgml : 20210921 20210921204147 ACCESSION NUMBER: 0000899243-21-036911 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210917 FILED AS OF DATE: 20210921 DATE AS OF CHANGE: 20210921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spectrum VII Investment Managers' Fund, L.P. CENTRAL INDEX KEY: 0001626997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40815 FILM NUMBER: 211267838 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-464-4600 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spectrum VII Co-Investment Fund, L.P. CENTRAL INDEX KEY: 0001822087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40815 FILM NUMBER: 211267836 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 3520 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-464-4600 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 3520 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spectrum Equity Associates VII, L.P. CENTRAL INDEX KEY: 0001824228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40815 FILM NUMBER: 211267835 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 3520 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-464-4600 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 3520 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SE VII DHC AIV, L.P. CENTRAL INDEX KEY: 0001879386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40815 FILM NUMBER: 211267839 BUSINESS ADDRESS: STREET 1: 140 NEW MONTGOMERY STREET, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-464-4600 MAIL ADDRESS: STREET 1: 140 NEW MONTGOMERY STREET, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEA VII Management, LLC CENTRAL INDEX KEY: 0001824265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40815 FILM NUMBER: 211267840 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 3520 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-464-4600 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 3520 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SE VII DHC AIV Feeder, L.P. CENTRAL INDEX KEY: 0001879377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40815 FILM NUMBER: 211267837 BUSINESS ADDRESS: STREET 1: 140 NEW MONTGOMERY STREET, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-464-4600 MAIL ADDRESS: STREET 1: 140 NEW MONTGOMERY STREET, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Definitive Healthcare Corp. CENTRAL INDEX KEY: 0001861795 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 550 COCHITUATE ROAD CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 508-720-4224 MAIL ADDRESS: STREET 1: 550 COCHITUATE ROAD CITY: FRAMINGHAM STATE: MA ZIP: 01701 FORMER COMPANY: FORMER CONFORMED NAME: Definitive Healthcare DATE OF NAME CHANGE: 20210512 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-09-17 0 0001861795 Definitive Healthcare Corp. DH 0001824265 SEA VII Management, LLC 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO CA 94105 1 0 1 0 0001879386 SE VII DHC AIV, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO 94105 1 0 1 0 0001626997 Spectrum VII Investment Managers' Fund, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO 94105 1 0 1 0 0001879377 SE VII DHC AIV Feeder, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO CA 94105 1 0 1 0 0001822087 Spectrum VII Co-Investment Fund, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO CA 94105 1 0 1 0 0001824228 Spectrum Equity Associates VII, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO CA 94105 1 0 1 0 Class A Common Stock 2021-09-17 4 S 0 66857 25.3125 D 2885876 I See notes Class B Common Stock 2021-09-17 4 C 0 641983 D 27710989 I See notes LLC Units of AIDH Topco, LLC 2021-09-17 4 C 0 641983 25.3125 D Class A Common Stock 641983 27710989 I See notes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). See Exhibit 99.1 for text of footnote (6). Christopher T. Mitchell, a Managing Director of Spectrum and Jeffrey C. Haywood, a Managing Director of Spectrum (together, the "Spectrum Directors"), each serve on the board of directors of the Issuer, and have been deputized to represent the Reporting Persons on the board of directors. By virtue of the Spectrum Directors' representation, for purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons may be deemed directors by deputization of the Issuer. The Spectrum Directors have filed separate Section 16 reports disclosing securities of the Issuer that they may be deemed to beneficially own for Section 16 purposes. Exhibit 99.1 (Footnotes to Form 4). SEA VII MANAGEMENT, LLC, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer 2021-09-21 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 2021-09-21 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 2021-09-21 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 2021-09-21 SPECTRUM VII CO-INVESTMENT FUND, L.P., By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer 2021-09-21 SPECTRUM EQUITY ASSOCIATES VII, L.P., By: SEA Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer 2021-09-21 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                                Explanatory Note

                              Footnotes to Form 4

(1) On September 15, 2021, the Issuer used the proceeds from the underwriters'
exercise of their option to purchase additional shares to repurchase at a price
of $25.3125 per share or unit, as applicable, (a) 66,857 shares of Class A
common stock from SE VII DHC AIV Feeder, L.P. ("Spectrum Feeder"), and to
purchase (b) an aggregate of 641,983 LLC Units of AIDH Topco, LLC ("LLC Units"),
including (i) 640,508 LLC Units from SE VII DHC AIV, L.P. ("SE VII DHC AIV");
(ii) 931 LLC Units from Spectrum VII Investment Managers Fund, L.P. ("Spectrum
Investment Managers Fund"); and (iii) 544 LLC Units from 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"). 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) The Exchange Agreement permits holders of LLC Units to exchange their LLC
Units for shares of Class A Common Stock on a one-for-one basis, subject to
certain exceptions, conditions and adjustments. 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.

(3) Following the reported transactions, SEA VII Management, LLC ("Spectrum")
manages the Spectrum Funds that collectively own 2,885,876 shares of Class A
common stock of the Issuer and 27,710,989 shares of Class B common stock of the
Issuer, which are represented as follows: (i) 2,885,876 shares of Class A common
stock held directly by Spectrum Feeder, (ii) 27,647,349 shares of Class B common
stock held directly by SE VII DHC AIV; (iii) 40,173 shares of Class B common
stock held directly by Spectrum Investment Managers Fund; and (iv) 23,467 shares
of Class B common stock held directly by 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").

(4) 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.

(5) 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.

(6) The Reporting Person may exchange the LLC Units 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 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.