SC 13G 1 tm226404d2_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. _)*

DoubleVerify Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

25862V105

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 25862V105

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1.	Name of Reporting Persons Blumberg Capital II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 16,666,665 (2)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 16,666,665 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,666,665 (2)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (11) 10.5% (3)
12.	Type of Reporting Person (See Instructions) PN

(1) This Schedule 13G is filed by Blumberg Capital II, L.P. (“BC II”), Blumberg Capital Management II, L.L.C. (“BCM II”) and David J. Blumberg (“Blumberg” and, together with BC II and BCM II, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) The shares are held by BC II. BCM II is the sole general partner of BC II and owns no shares of the Issuer directly. Blumberg is the managing director of BCM II. BCM II and Blumberg share voting and dispositive power over the shares held by BC II and may be deemed to beneficially own the shares held by BC II.

(3) The beneficial ownership percentage is based on a total of 158,638,068 shares of Common Stock outstanding as of November 5, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 25862V105

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1.	Name of Reporting Persons Blumberg Capital Management II, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 16,666,665 (2)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 16,666,665 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,666,665 (2)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (11) 10.5% (3)
12.	Type of Reporting Person (See Instructions) OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

CUSIP No. 25862V105

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1.	Name of Reporting Persons David J. Blumberg
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 366,349
		6.	Shared Voting Power 16,666,665 (2)
		7.	Sole Dispositive Power 366,349
		8.	Shared Dispositive Power 16,666,665 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,033,014 (2)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (11) 10.7% (3)
12.	Type of Reporting Person (See Instructions) IN

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes 16,666,665 shares held by BC II. BCM II is the sole general partner of BC II and owns no shares of the Issuer directly. Blumberg is the managing director of BCM II. BCM II and Blumberg share voting and dispositive power over the shares held by BC II and may be deemed to beneficially own the shares held by BC II.

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Introductory Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of common stock of DoubleVerify Holdings, Inc. (the “Issuer”).

Item 1(a)

Name of Issuer

DoubleVerify Holdings, Inc.

Item 1(b)

Address of Issuer's Principal Executive Offices

233 Spring Street

New York, NY, 10013

Item 2(a)

Name of Person Filing

Blumberg Capital II, L.P. (“BC II”)

Blumberg Capital Management II, L.L.C. (“BCM II”)

David J. Blumberg (“Blumberg”)

Item 2(b)

Address of Principal Business Office or, if none, Residence

432 Bryant Street

San Francisco, CA 94107

Item 2(c)

Citizenship

BC II	-	Delaware
BCM II	-	Delaware
Blumberg		United States of America

Item 2(d)

Title of Class of Securities

Common Stock

Item 2(e)

CUSIP Number

25862V105

Item 3

Not applicable.

Item 4

Ownership

The following beneficial ownership information is presented as of December 31, 2021:

Reporting Persons	Common Stock Held Directly (1)		Sole Voting Power		Sole Dispositive Power		Shared Voting Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (3)
BC II		16,666,665		0		0		16,666,665		16,666,665		16,666,665		10.5	%
BCM II (2)		0		0		0		16,666,665		16,666,665		16,666,665		10.5	%
Blumberg (2)		366,349		366,349		366,349		16,666,665		16,666,665		17,033,014		10.7	%

____

(1) Represents the number of shares held directly as of December 31, 2021.

(2) BCM II is the sole general partner of BC II and owns no shares of the Issuer directly. Blumberg is the managing director of BCM II. BCM II and Blumberg share voting and dispositive power over the shares held by BC II and may be deemed to beneficially own the shares held by BC II.

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Item 5

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6

Ownership of More than Five Percent of Another Person

Not applicable.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

Item 8

Identification and Classification of Members of the Group

Not applicable.

Item 9

Notice of Dissolution of Group

Not applicable.

Item 10

Certification

Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

February 14, 2022	Blumberg Capital II, L.P.

	BY: Blumberg Capital Management II, L.L.C.
	ITS: General Partner

	By:	/s/ David J. Blumberg
		David J. Blumberg
		Managing Member

	Blumberg Capital Management II, L.L.C.

	By:	/s/ David J. Blumberg
		David J. Blumberg
		Managing Member

	/s/ David J. Blumberg
	DAVID J. BLUMBERG

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EXHIBIT INDEX

Exhibit No.

99.1

Agreement pursuant to 13d-1(k)(1) among Blumberg Capital II, L.P., Blumberg Capital Management II, L.L.C. and David J. Blumberg

CUSIP No. 25862V105

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AGREEMENT

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

February 14, 2022	Blumberg Capital II, L.P.

	BY: Blumberg Capital Management II, L.L.C.
	ITS: General Partner

	By:	/s/ David J. Blumberg
		David J. Blumberg
		Managing Member

	Blumberg Capital Management II, L.L.C.

	By:	/s/ David J. Blumberg
		David J. Blumberg
		Managing Member

	/s/ David J. Blumberg
	DAVID J. BLUMBERG

SEC Form SC 13G filed by DoubleVerify Holdings Inc.