SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ghoorah Charles V.

(Last)

(First)

(Middle)

C/O CVENT HOLDING CORP.

1765 GREENSBORO STATION PLACE,7TH FLOOR

(Street)

TYSONS

22102

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2023

4. 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

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2023		D⁽¹⁾⁽²⁾		607,743⁽²⁾	D	$8.5⁽²⁾	0	D
Common Stock	06/15/2023		D⁽¹⁾⁽²⁾		136,141⁽²⁾	D	$8.5⁽²⁾	0	I	By Charles V. Ghoorah Irrevocable Trust (2014)
Common Stock	06/15/2023		D⁽¹⁾⁽²⁾		954,348⁽²⁾	D	$8.5⁽²⁾	0	I	By Charles Vijendra Ghoorah Revocable Trust (2013)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$3.66	06/15/2023		J⁽¹⁾⁽³⁾			171,813	⁽³⁾	05/26/2027	Common Stock	171,813	⁽³⁾	3,907,426⁽⁴⁾	D
Stock Options (Right to Buy)	$3.66	06/15/2023		D⁽⁵⁾⁽⁶⁾			3,907,426	⁽⁵⁾⁽⁶⁾	05/26/2027	Common Stock	3,907,426	⁽⁵⁾⁽⁶⁾	0	D
Stock Options (Right to Buy)	$3.66	06/15/2023		D⁽⁵⁾⁽⁶⁾			815,938	⁽⁵⁾⁽⁶⁾	05/26/2027	Common Stock	815,938	⁽⁵⁾⁽⁶⁾	0	I	By Charles V. Ghoorah Irrevocable Trust(2014)
Stock Options (Right to Buy)	$3.66	06/15/2023		D⁽⁵⁾⁽⁶⁾			13,614	⁽⁵⁾⁽⁶⁾	08/29/2027	Common Stock	13,614	⁽⁵⁾⁽⁶⁾	0	D
Stock Options (Right to Buy)	$5.07	06/15/2023		J⁽¹⁾⁽³⁾			1,215,285	⁽³⁾	04/07/2031	Common Stock	1,215,285	⁽³⁾	0	I	By Charles V. Ghoorah Irrevocable Trust (2014)
Stock Options (Right to Buy)	$8.05	06/15/2023		D⁽⁵⁾⁽⁶⁾			391,342	⁽⁵⁾⁽⁶⁾	02/28/2032	Common Stock	391,342⁽⁷⁾	⁽⁵⁾⁽⁶⁾	0	D

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. The shares of the Issuer's common stock reported as disposed by the Reporting Person include restricted stock units ("RSUs") of the Issuer which, pursuant to the Merger Agreement, were automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Merger Consideration and (b) the total number of shares of the Issuer's common stock subject to such RSUs as of immediately prior to the Effective Time (the "Cash Replacement RSU Amounts"). The Cash Replacement RSU Amounts will, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the same time as the RSU awards for which the Cash Replacement RSU Amounts were exchanged would have vested pursuant to their terms.

3. Pursuant to the Management Rollover Agreements (the "Rollover Agreements") between Capstone TopCo, Inc. ("Topco") and each of the Reporting Person and an entity that held shares of common stock indirectly owned by the Reporting Person, dated June 13, 2023 (with respect to the Charles V. Ghoorah Irrevocable Trust (2014)) and June 14, 2023 (with respect to the Reporting Person in his individual capacity), the Reporting Person contributed the shares of common stock underlying vested options of the Issuer to Topco in exchange for a number of TopCo securities calculated in accordance with the Rollover Agreement.

4. This amount has been updated to reflect an administrative error in a previous filing by the Reporting Person which understated the number of shares of common stock underlying this option by one (1).

5. Pursuant to the Merger Agreement, at the Effective Time, (i) the vested portion of this option (the "Vested Options") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of the Issuer's common stock subject to such Vested Option as of immediately prior to the Effective Time and (b) the excess, if any, of the Merger Consideration over the per share exercise price of such Vested Options, and (ii) the unvested portion of this option (the "Unvested Options") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of Issuer's common stock subject to such Unvested Options as of immediately prior to the Effective Time and (b) the excess, if any,

6. (Continued from Footnote 5) of the Merger Consideration over the per share exercise price of such Unvested Options (the "Cash Replacement Option Amounts"). The Cash Replacement Option Amounts will, subject to the holder's continued service through the applicable vesting dates, vest and be payable at the same time as the Unvested Options for which the Cash Replacement Option Amounts were exchanged would have vested pursuant to their terms.

7. This amount has been updated to reflect an administrative error in a previous filing by the Reporting Person which overstated the number of shares of common stock underlying this option by one (1).

Remarks:

President of Worldwide Sales and Marketing

	/s/ Kevin Frank, attorney-in-fact for Charles V. Ghoorah	06/20/2023
	** 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 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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SEC Form 4 filed by Ghoorah Charles V.