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

OMB APPROVAL

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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^*

VEP Group, LLC

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

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

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)

	Form filed by One Reporting Person
X	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		J⁽¹⁾		397,745,049⁽²⁾⁽³⁾	D	$8.5⁽¹⁾⁽²⁾⁽³⁾	0	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

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)

1. Name and Address of Reporting Person^*

VEP Group, LLC

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VEPF IV AIV VII-A, L.P.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vista Equity Partners Fund IV GP, LLC

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VEPF III AIV VI, L.P.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VEPF III AIV VI-A, L.P.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VISTA EQUITY PARTNERS FUND III GP, LLC

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VFF I AIV IV, L.P.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VFF I AIV IV-A, L.P.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vista Foundation Fund I GP, LLC

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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

	/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.	06/20/2023
	/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, LLC	06/20/2023
	/s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of the General Partner of VFF I AIV IV, L.P	06/20/2023
	/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.	06/20/2023
	/s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of Vista Foundation Fund I GP, LLC	06/20/2023
	/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.	06/20/2023
	/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.	06/20/2023
	/s/ Robert F. Smith, the Sole Managing Member of the Sole Senior Managing Member of Vista Equity Partners Fund III GP, LLC	06/20/2023
	/s/ Robert F. Smith, the Sole Managing Member of VEP Group, LLC	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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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 4 filed by Vep Group, Llc