Providence funds execute 7.95M-share distribution in-kind for DoubleVerify (DV)
Rhea-AI Filing Summary
DoubleVerify Holdings, Inc. (DV) insiders and affiliated funds reported a pro rata distribution-in-kind on September 9, 2025 that moved large blocks of common stock among Providence-related entities and individual partners. Providence VII U.S. Holdings L.P. disposed of 7,948,770 shares in the distribution and is reported to hold 18,173,777 shares following the transaction. Several individuals received distributions: J. David Phillips 30,720 shares, Karim A. Tabet 35,749 (who also sold 35,749 shares at $14.51), Andrew A. Tisdale 47,632 (donated those 47,632 shares), and Michael J. Dominguez 115,036 shares. CSC Trustee 2 (Jersey) Limited received 396 shares and sold those 396 at $14.51.
The filing includes customary disclaimers: certain Providence entities and named individuals may be deemed to exercise voting or investment power over shares held by the funds, but each disclaims beneficial ownership except to the extent of any pecuniary interest.
Positive
- Pro rata distribution-in-kind was executed, providing liquidity to partners and clearly disclosed
- Insider sales by Karim A. Tabet and CSC Trustee were reported and executed under Rule 144 at $14.51, indicating compliance with resale rules
- Detailed disclaimers clarify complex GP/LP relationships and limit ambiguity about beneficial ownership
Negative
- Large transfer of 7,948,770 shares from Providence VII may increase free float and could pressure share supply
- Insider ownership profiles changed after distribution, which can complicate governance visibility for investors
- Some insiders sold shares contemporaneously, which may be viewed negatively by some market participants
Insights
TL;DR: Large fund-level distribution reallocates insider-held shares; disclosure and disclaimers are standard but investors should note change in beneficial ownership profiles.
The Form 4 documents a sizeable pro rata distribution-in-kind by Providence-affiliated funds, moving nearly 8 million shares from Providence VII and smaller blocks from Providence Butternut. These distributions change the on-record ownership mix without indicating a corporate transaction by DoubleVerify itself. The filing’s disclaimers about deemed control reflect layered GP/LP structures common in private equity; such language is routine but important for governance transparency. Insider sales by Karim A. Tabet and CSC Trustee at $14.51 are executed under Rule 144, indicating liquidity events rather than corporate insider trading tied to new information.
TL;DR: Distribution-in-kind increases available free float; modest insider sales at $14.51 executed concurrently.
The distribution moved substantial shares to partners and related vehicles, effectively increasing circulating holdings and potentially free float depending on subsequent transfers. Sales by Karim A. Tabet (35,749 shares) and CSC Trustee (396 shares) at $14.51 are small relative to the multi-million share distribution but represent immediate liquidity by recipients. There is no earnings or operational information here; the filing is a capital-ownership event that could affect supply-demand dynamics if recipients monetize more shares.
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 | 30,720 | $0.00 | -- |
| Other | Common Stock | 35,749 | $0.00 | -- |
| Sale | Common Stock | 35,749 | $14.51 | $519K |
| Other | Common Stock | 396 | $0.00 | -- |
| Sale | Common Stock | 396 | $14.51 | $6K |
| Other | Common Stock | 47,632 | $0.00 | -- |
| Gift | Common Stock | 47,632 | $0.00 | -- |
| Other | Common Stock | 2,500 | $0.00 | -- |
| Other | Common Stock | 115,036 | $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 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. R. Davis Noell has separately filed a Form 4. 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 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 held by Providence Butternut. Includes 30,720 shares of common stock of the Issuer received by J. David Phillips in the Distribution-in-Kind and the Butternut Distribution-in-Kind, which distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. Includes 35,749 shares of common stock of the Issuer received by Karim A. Tabet in the Distribution-in-Kind and the Butternut Distribution-in-Kind, which distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. The securities reported represent shares of common stock of the Issuer sold by Mr. Tabet in a sale in accordance with the requirements of Rule 144 under the Securities Act. Includes 396 shares of common stock of the Issuer received by CSC Trustee 2 (Jersey) Limited 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. The securities reported represent shares of common stock of the Issuer sold by CSC Trustee 2 (Jersey) Limited in a sale in accordance with the requirements of Rule 144 under the Securities Act. Includes 47,632 shares of common stock of the Issuer received by Andrew A. Tisdale 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. Represents a charitable donation of 47,632 shares of common stock of the Issuer made by Andrew A. Tisdale. Includes 2,500 shares of common stock of the Issuer received by the AT 2020 Trust, for which Mr. Tisdale is trustee, 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. Includes 115,036 shares of common stock of the Issuer received by Michael J. Dominguez in the Distribution-in-Kind and the Butternut Distribution-in-Kind, which distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
