Sec Form 4 Filing - Coop Kevin @ Definitive Healthcare Corp. - 2024-06-24

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
Coop Kevin
2. Issuer Name and Ticker or Trading Symbol
Definitive Healthcare Corp. [ DH]
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 DEFINITIVE HEALTHCARE CORP., 492 OLD CONNECTICUT PATH, SUITE 401
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2024
(Street)
FRAMINGHAM, MA01701
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
Class A Common Stock 06/24/2024 A 1,170,047 ( 1 ) A $ 0 1,170,047 D
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-based Stock Units ( 2 ) ( 3 ) 06/24/2024 A 1,137,038 ( 2 )( 3 ) 06/24/2028 Class A Common Stock 1,137,038 $ 0 1,137,038 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Coop Kevin
C/O DEFINITIVE HEALTHCARE CORP.
492 OLD CONNECTICUT PATH, SUITE 401
FRAMINGHAM, MA01701
X Chief Executive Officer
Signatures
/s/ Matthew Ruderman, Attorney-in-Fact 06/24/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of the Issuer's Class A Common Stock, par value $0.001 (the "Class A Common Stock"), with 25% of the RSUs vesting on July 1, 2025, followed by vesting of 6.25% every three months thereafter over the subsequent three years, subject to the Reporting Person's continued service with the Issuer through each such vesting date.
( 2 )Represents performance-based stock units ("PSUs"), each representing a contingent right to receive one share of the Issuer's Class A Common Stock, which will vest in four tranches: (i) 200,000 PSUs are subject to the first vesting tranche, (ii) 266,667 PSUs are subject to the second vesting tranche, (iii) 300,000 PSUs are subject to the third vesting tranche, and (iv) 370,371 PSUs are subject to the fourth vesting tranche. The first vesting tranche will vest during a two-year performance period beginning on the grant date and the other three vesting tranches will vest during a four-year performance period beginning on the grant date (each, a "Performance Period"). Each vesting tranche is subject to satisfaction of certain stock price hurdles and a continued service requirement.
( 3 )Footnote continued: The stock price hurdle for a particular vesting tranche will be satisfied if, during the applicable Performance Period, the average closing price of the Class A Common Stock is at least, for 30 consecutive trading days, (i) $10.00 with respect to the first vesting tranche, (ii) $15.00 with respect to the second vesting tranche, (iii) $20.00 with respect to the third vesting tranche and (iv) $27.00 with respect to the fourth vesting tranche. The vesting date for a particular vesting tranche will be the date on which the Human Capital Management and Compensation Committee of the Board certifies that the applicable stock price hurdle has been achieved with respect to such vesting tranche (the "PSU Vesting Date"). For the continued service requirement to be satisfied with respect to a particular vesting tranche, the Reporting Person must remain in continued service through each PSU Vesting Date.

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