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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

VEP Group, LLC
2. Issuer Name and Ticker or Trading Symbol

CVENT HOLDING CORP. [ CVT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O VISTA EQUITY PARTNERS, 4 EMBARCADERO CENTER, 20TH FL.
3. Date of Earliest Transaction (MM/DD/YYYY)

6/15/2023
(Street)

SAN FRANCISCO, CA 94111
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock 6/15/2023  J(1)  397745049 (2)(3)D$8.50 (1)(2)(3)0 I See footnotes (2)(3)(4)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Pursuant to that certain Agreement and Plan of Merger, dated as of March 14, 2023 (the "Merger Agreement"), by and among the Issuer, Capstone Borrower, Inc. ("Parent"), and Capstone Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $8.50 per share in cash, without interest (the "Merger Consideration").
(2) This amount represents (i) 181,049,399 shares of Issuer Common Stock held directly by Vista Equity Partners Fund VI, L.P., or VEPF VI, (ii) 109,372,061 shares of Issuer Common Stock held directly by Vista Equity Partners Fund VI-A, L.P., or VEPF VI-A, (iii) 2,203,215 shares of Issuer Common Stock held directly by VEPF VI FAF, L.P., or VEPF VI FAF, (iv) 51,185,845 shares of Issuer Common Stock held directly by VEPF IV AIV VII, L.P., or VEPF IV, (v) 19,637,433 shares of Issuer Common Stock held directly by VEPF IV AIV VII-A, L.P., or VEPF IV-A, (vi) 18,693,976 shares of Issuer Common Stock held directly by VEPF III AIV VI, L.P., or VEPF III, (vii) 3,427,576 shares of Issuer Common Stock held directly by VEPF III AIV VI-A, L.P., or VEPF III-A, (ix) 6,552,013 shares of Issuer Common Stock held directly by VFF I AIV IV, L.P., or VFF I, and (x) 5,623,531 shares of Issuer Common Stock held directly by VFF I AIV IV-A, L.P.,
(3) (Continued from Footnote 2) or VFF I-A, and collectively with VEPF VI, VEPF VI-A, VEPF VI FAF, VEPF IV, VEPF IV-A, VEPF III, VEPF III-A and VFF I, the Vista Funds.
(4) Vista Equity Partners Fund VI GP, L.P., or VEPF VI GP, is the sole general partner of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF VI GP's sole general partner is VEPF VI GP, Ltd., or VEPF VI UGP. Robert F. Smith is the Sole Director of VEPF VI UGP, as well as one of its 11 Members. VEPF Management, L.P., or VEPF Management, is the sole management company of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF Management's sole general partner is VEP Group, LLC, or VEP Group, and VEPF Management's sole limited partner is Vista Equity Partners Management, LLC, or VEPM. VEP Group is the Senior Managing Member of VEPM. Vista Equity Partners Fund IV GP, LLC, or VEPF IV GP, is the sole general partner of each of VEPF IV
(5) (Continued from Footnote 4) and VEPF IV-A. VEPF IV GP's sole senior managing member is VEP Group. Vista Equity Partners Fund III GP, LLC, or VEPF III GP is the sole general partner of each of VEPF III and VEPF III-A. VEPF III GP's sole senior managing member is VEP Group. Vista Foundation Fund I GP, LLC, or VFF I GP, is the sole general partner of each of VFF I and VFF I-A. VFF I GP's sole senior managing member is VEP Group.
(6) Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, VEPF VI UGP and VEP Group may be deemed the beneficial owners of the shares held by VEPF VI, VEPF VI-A and VEPF VI FAF, and Mr. Smith and VEP Group may be deemed the beneficial owners of the shares held by VEPF IV, VEPF IV-A, VEPF III, VEPF III-A, VFF I and VFF I-A. Each of the Vista Funds, VEPF VI UGP, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly.

Remarks:
Form 2 of 2

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
VEP Group, LLC
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X

VEPF IV AIV VII-A, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X

Vista Equity Partners Fund IV GP, LLC
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X

VEPF III AIV VI, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X

VEPF III AIV VI-A, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X

VISTA EQUITY PARTNERS FUND III GP, LLC
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X

VFF I AIV IV, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X

VFF I AIV IV-A, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X

Vista Foundation Fund I GP, LLC
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X


Signatures
/s/ Robert F. Smith, a Sole Managing Member of the Sole Senior Managing Member of the General Partner of VEPF IV AIV VII-A, L.P.6/20/2023
**Signature of Reporting PersonDate

/s/ Robert F. Smith, a Sole Managing Member of the Sole Senior Managing Member of the General Partner of Vista Equity Partners Fund IV GP, LLC6/20/2023
**Signature of Reporting PersonDate

/s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of the General Partner of VFF I AIV IV, L.P6/20/2023
**Signature of Reporting PersonDate

/s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of the General Partner of VFF I AIV IV-A, L.P.6/20/2023
**Signature of Reporting PersonDate

/s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of Vista Foundation Fund I GP, LLC6/20/2023
**Signature of Reporting PersonDate

/s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of the General Partner of VEPF III AIV VI, L.P.6/20/2023
**Signature of Reporting PersonDate

/s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of the General Partner of VEPF III AIV VI-A, L.P.6/20/2023
**Signature of Reporting PersonDate

/s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of Vista Equity Partners Fund III GP, LLC6/20/2023
**Signature of Reporting PersonDate

/s/ Robert F. Smith, the Sole Managing Member of VEP Group, LLC6/20/2023
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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