Sec Form 4 Filing - Zagorski Mark @ DoubleVerify Holdings, Inc. - 2025-03-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Zagorski Mark
2. Issuer Name and Ticker or Trading Symbol
DoubleVerify Holdings, Inc. [ DV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O DOUBLEVERIFY HOLDINGS, INC., 462 BROADWAY
3. Date of Earliest Transaction (MM/DD/YY)
03/06/2025
(Street)
NEW YORK, NY10013
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units ( 1 ) ( 2 ) 03/06/2025 A 33,078 ( 1 ) ( 1 ) ( 1 ) Common Stock 33,078 $ 0 33,078 D
Reporting Owners
Reporting Owner Name / Address Relatio nships
Director 10% Owner Officer Other
Zagorski Mark
C/O DOUBLEVERIFY HOLDINGS, INC.
462 BROADWAY
NEW YORK, NY10013
X Chief Executive Officer
Signatures
/s/ Andrew E. Grimmig, as Attorney-in-Fact for Mark S. Zagorski 03/10/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 19, 2023, the Reporting Person received a performance stock unit ("PSU") grant of 62,413 units. In light of the performance based conditions of the award, the award was not reportable under Section 16 until the performance-based conditions were certified by the Issuer's Compensation Committee. Such certification occurred on March 6, 2025, pursuant to which 33,078 shares were earned. 41.67% of the earned shares will vest and settle on March 15, 2025 (the "2025 Vesting Date"), and the remainder of the earned shares will vest at a rate of 8.33% on each quarterly anniversary of the 2025 Vesting Date.
( 2 )PSUs convert into common stock on a one-for-one basis.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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