<SEC-DOCUMENT>0001209191-21-027559.txt : 20210420
<SEC-HEADER>0001209191-21-027559.hdr.sgml : 20210420
<ACCEPTANCE-DATETIME>20210420160610
ACCESSION NUMBER:		0001209191-21-027559
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20210420
FILED AS OF DATE:		20210420
DATE AS OF CHANGE:		20210420

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Noell Robert Davis
		CENTRAL INDEX KEY:			0001472786

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40349
		FILM NUMBER:		21837904

	MAIL ADDRESS:	
		STREET 1:		C/O STREAM GLOBAL SERVICES, INC.
		STREET 2:		20 WILLIAM STREET, SUITE 310
		CITY:			WELLESLEY
		STATE:			MA
		ZIP:			02481

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DoubleVerify Holdings, Inc.
		CENTRAL INDEX KEY:			0001819928
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
		IRS NUMBER:				822714562
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		233 SPRING STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10013
		BUSINESS PHONE:		212-631-2111

	MAIL ADDRESS:	
		STREET 1:		233 SPRING STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10013
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-04-20</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001819928</issuerCik>
        <issuerName>DoubleVerify Holdings, Inc.</issuerName>
        <issuerTradingSymbol>DV</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001472786</rptOwnerCik>
            <rptOwnerName>Noell Robert Davis</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O DOUBLEVERIFY HOLDINGS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>233 SPRING STREET</rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10013</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>96140939</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnotes</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Series A Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F4"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F4"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F4"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>2614561</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Providence Public Master L.P.</value>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                    <footnoteId id="F5"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series A Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F6"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F6"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F6"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>1743041</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Providence Butternut Co-Investment L.P.</value>
                    <footnoteId id="F3"/>
                    <footnoteId id="F6"/>
                    <footnoteId id="F7"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">The securities reported are held directly by Providence VII U.S. Holdings L.P. (&quot;Providence VII&quot;) and may be deemed to be beneficially owned by Providence Equity GP VII-A L.P. (&quot;Providence GP&quot;) because Providence GP is the general partner of Providence VII. Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez control Providence Holdco (International) GP Ltd. (&quot;Holdco&quot;), which is the general partner of Providence Fund Holdco (International) L.P. Providence Fund Holdco (International) L.P. is the general partner of PEP VII-A International Ltd., which is the general partner of Providence GP.</footnote>
        <footnote id="F2">Jonathan M. Nelson, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez may be deemed to exercise voting and investment power over, and thus may be deemed to beneficially own, the securities held by Providence VII due to their relationships with Holdco. R. Davis Noell hereby disclaims beneficial ownership of the shares held by Providence VII, except to the extent of his pecuniary interest therein, and this form shall not be construed as an admission that R. Davis Noell is the beneficial owner of any of the securities reported on this form.</footnote>
        <footnote id="F3">The record and other beneficial owners of the reported securities have separately filed Form 3s.</footnote>
        <footnote id="F4">The securities reported are held directly by Providence Public Master L.P., which has the right to acquire 871,520 shares of common stock of DoubleVerify Holdings, Inc. (the &quot;Issuer&quot;) upon the conversion of 2,614,561 shares of Series A Preferred Stock at a conversion rate of one-third of a share of common stock for every three shares of Series A Preferred Stock. Such conversion may be effected at any time while such preferred shares are outstanding. Each outstanding share of Series A Preferred Stock will automatically convert into one-third of a share of common stock of the Issuer for no additional consideration upon the completion of the Issuer's initial public offering. Providence Public Master L.P. is an investment fund affiliated with Providence VII and thus Providence VII and R. Davis Noell may be deemed to beneficially own the securities held by Providence Public Master L.P.</footnote>
        <footnote id="F5">R. Davis Noell hereby disclaims beneficial ownership of the securities held by Providence Public Master L.P., except to the extent of his pecuniary interest therein, and this form shall not be construed as an admission that R. Davis Noell is the beneficial owner of any of the securities reported on this form.</footnote>
        <footnote id="F6">The securities reported are held directly by Providence Butternut Co-Investment L.P., which has the right to acquire 581,014 shares of common stock of the Issuer upon the conversion of 1,743,041 shares of Series A Preferred Stock at a conversion rate of one-third of a share of common stock for every three shares of Series A Preferred Stock. Such conversion may be effected at any time while such preferred shares are outstanding. Each outstanding share of Series A Preferred Stock will automatically convert into one-third of a share of common stock of the Issuer for no additional consideration upon the completion of the Issuer's initial public offering. Providence Butternut Co-Investment L.P. is an investment fund affiliated with Providence VII and thus Providence VII and R. Davis Noell may be deemed to beneficially own the securities held by Providence Butternut Co-Investment L.P.</footnote>
        <footnote id="F7">R. Davis Noell hereby disclaims beneficial ownership of the securities held by Providence Butternut Co-Investment L.P., except to the extent of his pecuniary interest therein, and this form shall not be construed as an admission that R. Davis Noell is the beneficial owner of any of the securities reported on this form.</footnote>
    </footnotes>

    <remarks>Exhibit List:

Ex.24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Andrew E. Grimmig, as Attorney-in-Fact for Robert David Noell</signatureName>
        <signatureDate>2021-04-20</signatureDate>
    </ownerSignature>
</ownershipDocument>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and appoints
each of Mark S. Zagorski, Nicola T. Allais and Andrew E. Grimmig, and each of
them individually, the undersigned's true and lawful attorney-in-fact to:
(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an Officer and/or Director of DoubleVerify Holdings, Inc. (the "Company"),
(i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and
the rules thereunder (a "Section 16 Form"), and (ii) a Form ID and any other
forms required to be filed or submitted in accordance with Regulation S-T
promulgated by the United States Securities and Exchange Commission (or any
successor provision) in order to file a Section 16 Form electronically (a "Form
ID", and, together with a Section 16 Form, the "Forms and Schedules");
(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
Schedules, complete and execute any amendment or amendments thereto, and timely
file such Forms and Schedules with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of each such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by each such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as he or she may approve in his or her
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or his or
her substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted.  The
undersigned acknowledges that each such attorney-in-fact is serving in such
capacity at the request of the undersigned, and is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act.
The Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any Forms and Schedules with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to each such attorney-in-fact.
From and after the date hereof, any Power of Attorney previously granted by the
undersigned concerning the subject matter hereof is hereby revoked.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21st day of March, 2021.



By: /s/ Robert Davis Noell
Robert Davis Noell



</PRE>
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</SEC-DOCUMENT>
