FORM 4
☒ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Aggarwal Rajeev K.		 2. Issuer Name and Ticker or Trading Symbol

CVENT HOLDING CORP. [ CVT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O CVENT HOLDING CORP., 1765 GREENSBORO STATION PLACE,7TH FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/15/2023
(Street)

TYSONS, VA 22102		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 6/15/2023  J(1)(2)  705883 (1)D (2)10145486 D  
Common Stock 6/15/2023  D(1)(3)  10145486 (3)D$8.50 (3)0 D  
Common Stock 6/15/2023  J(1)(2)  2249957 D (2)0 I By Reggie and Dharini Aggarwal Irrevocable Trust (2011) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $3.66 6/15/2023  J (1)(4)    1103528   (4)5/26/2027 Common Stock 1103528  (4)7977985 D  
Stock Option (Right to Buy) $3.66 6/15/2023  D (5)(6)    7977985   (5)(6)5/26/2027 Common Stock 7977985  (5)(6)0 D  
Stock Option (Right to Buy) $3.66 6/15/2023  J (1)(4)    136141   (4)8/29/2027 Common Stock 136141  (4)0 D  
Stock Option (Right to Buy) $5.07 6/15/2023  J (1)(4)    4051556   (4)4/7/2031 Common Stock 4051556  (4)0 I By Reggie and Dharini Aggarwal Irrevocable Trust (2011) 
Stock Option (Right to Buy) $8.05 6/15/2023  D (5)(6)    1885820   (5)(6)2/28/2032 Common Stock 1885820  (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) 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, each dated June 13, 2023, the Reporting Person contributed these shares to Topco in exchange for a number of TopCo securities calculated in accordance with the Rollover Agreement.
(3) 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.
(4) Pursuant to the Rollover Agreements between TopCo and each of the Reporting Person and an entity that held shares of common stock indirectly owned by the Reporting Person, each dated June 13, 2023, 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.
(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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Aggarwal Rajeev K.
C/O CVENT HOLDING CORP.
1765 GREENSBORO STATION PLACE,7TH FLOOR
TYSONS, VA 22102		X
Chief Executive Officer
Signatures
/s/ Kevin Frank, Attorney-in-fact for Rajeev K. Aggarwal6/20/2023
**Signature of Reporting PersonDate
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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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