0000950170-23-044450.txt : 20230824 0000950170-23-044450.hdr.sgml : 20230824 20230824190042 ACCESSION NUMBER: 0000950170-23-044450 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230822 FILED AS OF DATE: 20230824 DATE AS OF CHANGE: 20230824 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: 231203394 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: 231203393 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: 231203398 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: 231203396 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: 231203397 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: 231203395 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: 492 OLD CONNECTICUT PATH, SUITE 401 CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 508-720-4224 MAIL ADDRESS: STREET 1: 492 OLD CONNECTICUT PATH, SUITE 401 CITY: FRAMINGHAM STATE: MA ZIP: 01701 FORMER COMPANY: FORMER CONFORMED NAME: Definitive Healthcare DATE OF NAME CHANGE: 20210512 4 1 ownership.xml 4 X0508 4 2023-08-22 0001861795 Definitive Healthcare Corp. DH 0001824265 SEA VII Management, LLC 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO CA 94105 true false false false 0001879386 SE VII DHC AIV, L.P. 140 NEW MONTGOMERY STREET 20TH FLOOR SAN FRANCISCO CA 94105 true false false false 0001879377 SE VII DHC AIV Feeder, L.P. 140 NEW MONTGOMERY STREET 20TH FLOOR SAN FRANCISCO CA 94105 true false false false 0001626997 Spectrum VII Investment Managers' Fund, L.P. 140 NEW MONTGOMERY STREET 20TH FLOOR SAN FRANCISCO CA 94105 true false false false 0001822087 Spectrum VII Co-Investment Fund, L.P. 140 NEW MONTGOMERY STREET 20TH FLOOR SAN FRANCISCO CA 94105 true false false false 0001824228 Spectrum Equity Associates VII, L.P. 140 NEW MONTGOMERY STREET 20TH FLOOR SAN FRANCISCO CA 94105 true false false false false Class B Common Stock 2023-08-22 4 J false 2898179 D 13843158 I See note Class A Common Stock 2023-08-22 4 C false 2898179 A 4641657 I See note Class A Common Stock 2023-08-23 4 J false 3193344 0 D 1448313 I See note Class A Common Stock 2023-08-24 4 S false 2454 9.39 D 1445859 I See note Class A Common Stock 2023-08-24 4 S false 4202 9.39 D 1441657 I See note LLC Units of AIDH Topco, LLC 2023-08-22 4 C false 2898179 D Class A Common Stock 2893977 13843158 I See note See Exhibit 99.1 for the text of footnote (1). See Exhibit 99.1 for the text of footnote (2). See Exhibit 99.1 for the text of footnote (3). See Exhibit 99.1 for the text of footnote (4). See Exhibit 99.1 for the text of footnote (5). See Exhibit 99.1 for the 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. Signatures: SEA VII MANAGEMENT, LLC, By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer 2023-08-24 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 2023-08-24 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 2023-08-24 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 2023-08-24 SPECTRUM VII CO-INVESTMENT FUND, L.P., By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer 2023-08-24 SPECTRUM EQUITY ASSOCIATES VII, L.P., By: SEA Management, LLC, its general partner By: /s/ Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer 2023-08-24 EX-99.1 2 dh-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Explanatory Note

(1) Represents the exchange of limited liability company units (“LLC Units”) of AIDH Topco, LLC (“Definitive OpCo”), a subsidiary of the Issuer, together with the cancellation of an equal number of the Issuer’s Class B Common Stock for shares of the Issuer’s Class A Common Stock on a one-for-one basis. The LLC Units exchanged and an equal number of shares of Class B Common Stock cancelled by each Spectrum Fund (as defined below) are as follows: (i) 2,891,523 by SE VII DHC AIV, L.P. (“SE VII DHC AIV”), (ii) 4,202 by Spectrum VII Investment Managers’ Fund, L.P. (“Spectrum VII Investment Managers’ Fund”) and (iii) 2,454 by Spectrum VII Co-Investment Fund, L.P. (“Spectrum VII Co-Investment Fund”).

(2) The Second Amended and Restated Limited Liability Company Agreement of Definitive OpCo 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 Persons, 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. The LLC Units have no expiration date.

(3) SEA VII Management, LLC (“Spectrum”) manages the Spectrum Funds (as defined below) that collectively own, following the reported transactions, 1,441,657 shares of Class A Common Stock of the Issuer and 13,843,158 shares of Class B common stock of the Issuer, which are represented as follows: (i) 1,441,657 shares of Class A Common Stock held directly by SE VII DHC AIV Feeder, L.P. (“Spectrum Feeder” and together with SE VII DHC AIV, Spectrum VII Investment Managers’ Fund and Spectrum VII Co-Investment Fund, the “Spectrum Funds”), (ii) 13,811,367 shares of Class B Common Stock held directly by SE VII DHC AIV; (iii) 20,068 shares of Class B Common Stock held directly by Spectrum VII Investment Managers’ Fund; and (iv) 11,723 shares of Class B Common Stock held directly by Spectrum VII Co-Investment Fund. Spectrum is the general partner of Spectrum Equity Associates VII, L.P., which in turn is the general partner of each of the Spectrum Funds. 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.

(4) Represents a pro rata distribution in kind of the Issuer’s Class A Common Stock for no consideration to limited partners by the Spectrum Funds in the following amounts: (i) 301,821 shares by Spectrum Feeder and (ii) 2,891,523 shares by SE VII DHC AIV. The other Spectrum Funds did not distribute any shares of Class A Common Stock.

(5) Represents the sale of shares of Class A Common Stock by Spectrum VII Co-Investment Fund. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.36 to $9.54, inclusive. The Reporting Persons undertake to provide to Definitive Healthcare Corp., any security holder, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set for in footnotes (5) and (6) to Form 4.

(6) Represents the sale of shares of Class A Common Stock by Spectrum VII Investment Managers’ Fund. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.36 to $9.54, inclusive.