DoubleVerify Form 4: Providence Distributes Millions; R. Davis Noell Receives Shares
Rhea-AI Filing Summary
DoubleVerify Holdings, Inc. (DV) Form 4 shows changes in beneficial ownership tied to pro rata distribution-in-kind transactions on September 9, 2025. Providence VII U.S. Holdings L.P. disposed of 7,948,770 shares by distribution-in-kind, leaving an indicated beneficial ownership of 18,173,777 shares held indirectly. Providence Butternut Co-Investment L.P. disposed of 51,230 shares by distribution-in-kind, leaving 117,131 shares indicated as beneficially owned indirectly. Reporting person R. Davis Noell received 40,658 shares in the distribution and is shown with those shares reported directly. The filing includes disclaimers that several named individuals may be deemed to exercise voting and investment power over the entities' holdings but disclaim direct beneficial ownership except to the extent of pecuniary interest.
Positive
- Transparency of large fund movements disclosed via Form 4 with specific share amounts and attribution notes
- Reporting person received 40,658 shares directly in the distribution-in-kind and this receipt is disclosed
Negative
- Substantial dispositions by Providence VII (7,948,770 shares) reduce that entity's reported indirect holdings
- Substantial dispositions by Providence Butternut (51,230 shares) affect indirect ownership records
Insights
TL;DR: Large in-kind distributions reduced entity holdings while an individual reporting person received a modest direct allocation.
The Form 4 documents substantial pro rata distributions by two Providence-managed investment vehicles that reduced indirect holdings recorded for those entities. The disposition counts are large in absolute terms, particularly the 7.95 million-share distribution from Providence VII, which materially changes the shareholdings held by that entity as reported. R. Davis Noell is reported to have received 40,658 shares directly under the distribution-in-kind and the filing includes standard disclaimers about attribution of beneficial ownership through general partner and management relationships.
TL;DR: Transaction is a structural fund distribution, not a direct open-market sale by the individual.
The disclosures and explanatory footnotes indicate these were pro rata distributions-in-kind from funds (Providence VII and Providence Butternut), not market transactions executed by the reporting individual. The filing properly notes potential attribution through the general partner chain and contains disclaimers of ownership except for pecuniary interest. From a governance perspective, the form provides the typical transparency around attribution and the separate filings by record and other beneficial owners are referenced.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 7,948,770 | $0.00 | -- |
| Other | Common Stock | 51,230 | $0.00 | -- |
| Other | Common Stock | 40,658 | $0.00 | -- |
Footnotes (1)
- The securities reported represent shares of common stock of DoubleVerify Holdings, Inc. (the "Issuer") disposed of by Providence VII U.S. Holdings L.P. ("Providence VII") pursuant to a pro rata distribution-in-kind on September 9, 2025 to all partners of Providence VII (the "Distribution-in-Kind"). R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez may be deemed to exercise voting and investment power over, and thus may be deemed to beneficially own, the securities held by Providence VII due to their relationships with Providence Holdco (International) GP Ltd. ("Holdco"). Each of Providence Equity GP VII-A L.P. ("Providence GP"), R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez hereby disclaims beneficial ownership of the shares held by Providence VII, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form as held by Providence VII. The securities reported are held directly by Providence VII and may be deemed to be beneficially owned by Providence GP because Providence GP is the general partner of Providence VII. R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez control Holdco, which is the general partner of Providence Fund Holdco (International) L.P. Providence Fund Holdco (International) L.P. is the general partner of PEP VII-A International Ltd., which is the general partner of Providence GP. The record and other beneficial owners of the reported securities have separately filed Form 4s. The securities reported represent shares of common stock of the Issuer disposed of by Providence Butternut Co-Investment L.P. ("Providence Butternut") pursuant to a pro rata distribution-in-kind on September 9, 2025 made to all partners of Providence Butternut (the "Butternut Distribution-in-Kind"). R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez may be deemed to exercise voting and investment power over, and thus may be deemed to beneficially own, the securities held by Providence Butternut due to their relationships with Holdco. Each of Providence GP, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez hereby disclaims beneficial ownership of the shares held by Providence Butternut, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form as held by Providence Butternut. Includes 40,658 shares of common stock of the Issuer received by R. Noell Davis in the Distribution-in-Kind, which distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
