The Situation Room

[Kevin]

CVT Massive Share Unlock

2022-06-06T13:30:00Z

CVT - Massive Share Unlock on Monday, June 6

Today I caught some Twitter wind about a massive share unlock on #CVT Cvent. They’re a deSpac through DGNS from Q4 2021. I’m doing some digging now. Here’s what I found. TL;DR Shares Outstanding = 481,140,000 Shares Unlocked on Monday, June 6 = 461,392,605 — that’s 96% of the shares outstanding! Links: March 2022 10-K December 31, 2021 S-1/A Q2 Earnings Presentation Slides Lock-Up Expiration DD On page 70 of the 10-K under the Risks section: In connection with the consummation of the Reverse Recapitalization Transaction, Vista received approximately 397.7 million shares of Company Common Stock. The Company also entered into a registration rights agreement with Vista and certain other stockholders, pursuant to which it granted certain registration right to Vista and the other stockholders party thereto. Following the expiration of any lockup period applicable to shares of Company Common Stock held by Vista, it or its affiliates may sell large amounts of Company Common Stock in the open market or in privately negotiated transactions. The registration and availability of such a significant number of shares of common stock for trading in the public market may increase the volatility in the Company’s stock price or put significant downward pressure on the price of its stock. In addition, the Company may use shares of its Common Stock as consideration for future acquisitions, which could further dilute its stockholders. After the applicable lock-up periods expire, an additional 461,392,605 shares of Common Stock (including 37,389,301 shares issuable upon exercise of options) will be eligible for sale in the public market. If our existing stockholders sell substantial amounts of our Common Stock in the public market, or if the public perceives that such sales could occur, this could have an adverse impact on the market price of our Common Stock, even if there is no relationship between such sales and the performance of our business. As of December 31, 2021, Vista owned approximately 82.7% of our outstanding Common Stock. Accordingly, the Company is a “controlled company” for purposes of the Nasdaq listing requirements. As such, the Company is exempt from the obligation to comply with certain corporate governance requirements, including the requirements that a majority of its board of directors consists of independent directors, and that it has nominating and compensation committees that are eachcomposed entirely of independent directors. These exemptions do not modify the requirement for a fully independent audit committee. If the Company ceases to be a“controlled company,” it must comply with the independent board committee requirements as they relate to the nominating and compensation committees, subject tocertain “phase-in” periods. According to this tweet, Vista Equity acquired their stake in April 2016 when $CVT was valued at 1.65B. The current marketcap is 2.4B. That’s about a ~1.5X return. I found the source of the timeline here. …

Likely taking 07/15 5p for this play.