SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

NEWMAN WILLIAM J III

(Last)

(First)

(Middle)

C/O CVENT HOLDING CORP.

1765 GREENSBORO STATION PLACE, 7TH FLOOR

(Street)

TYSONS

22102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2021

3. Issuer Name and Ticker or Trading Symbol
CVENT HOLDING CORP. [ CVT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾⁽²⁾⁽³⁾	05/26/2027	Common Stock	327,192	3.66	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾⁽⁴⁾	11/15/2028	Common Stock	53,094	4.78	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾⁽⁵⁾	11/15/2029	Common Stock	18,152	5.4	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾⁽⁶⁾	04/08/2031	Common Stock	253,222	5.07	D

Explanation of Responses:

1. On December 8, 2021 (the "Closing Date"), Cvent Holding Corp. (the "Issuer"), formerly known as Dragoneer Growth Opportunities Corp. II, acquired Papay Topco, Inc. ("Legacy Cvent") in a series of mergers (the "Mergers") pursuant to a Business Combination Agreement (the "Business Combination Agreement") by and among the Issuer, Redwood Opportunity Merger Sub, Inc., Redwood Merger Sub LLC, and Legacy Cvent. In accordance with the terms and subject to the conditions of the Business Combination Agreement, on the Closing Date, each outstanding equity award of Legacy Cvent was exchanged for comparable equity awards that are exercisable for shares of common stock, par value $0.0001 per share, of the Issuer ("New Cvent Common Stock").

2. (Continued from Footbote 1) Accordingly, the Reporting Person received stock options of the Issuer to purchase New Cvent Common Stock (the "New Cvent Options"), subject to the same vesting terms as the corresponding options to purchase common stock of Legacy Cvent (the "Legacy Cvent Options").

3. Such New Cvent Options held by the Reporting Person were granted subject to service-based vesting requirements that applied with respect to the applicable Legacy Cvent Options. Accordingly, such New Cvent Options are deemed to have become fully vested and exercisable on November 29, 2020.

4. Such New Cvent Options held by the Reporting Person were granted subject to service-based vesting requirements that applied with respect to the applicable Legacy Cvent Options, as follows: 31.25% vested on February 15, 2020 and the remaining 68.75% vest in eleven equal installments at the end of each full three month calendar period thereafter, subject to the Reporting Person's continuous service with the Issuer through each applicable vesting date.

5. Such New Cvent Options held by the Reporting Person were granted subject to service-based vesting requirements that applied with respect to the applicable Legacy Cvent Options, as follows: 50% vested on March 1, 2021 and the remaining 50% will vest on March 1, 2022, subject to the Reporting Person's continuous service with the Issuer through each applicable vesting date.

6. Such New Cvent Options held by the Reporting Person were granted subject to service-based vesting requirements that applied with respect to the applicable Legacy Cvent Options, as follows: 25% will vest on March 15, 2022 and the remaining 75% will vest on March 15, 2023, subject to the Reporting Person's continuous service with the Issuer through each applicable vesting date.

Remarks:

Senior Vice President and Chief Financial Officer Exhibit 24 - Power of Attorney

	/s/ Lawrence J. Samuelson, attorney-in-fact for William J. Newman, III	12/20/2021
	** Signature of Reporting Person	Date
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 5 (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 Number.

SEC Form 3 filed by new insider Newman William J Iii