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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol EverCommerce Inc. [ EVCM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 05/07/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/30/2021 | A(1)(6) | 4,358,390 | A | $17 | 4,358,390 | I | Held through SLA CM Eclipse Holdings, L.P.(2)(4) | ||
| Common Stock | 06/30/2021 | A(1)(6) | 53,374 | A | $17 | 53,374 | I | Held through SLA Eclipse Co-Invest, L.P.(3)(4) | ||
| Common Stock | 07/06/2021 | C(5) | 52,648,162 | A | (5) | 57,006,552 | I | Held through SLA CM Eclipse Holdings, L.P.(2)(4) | ||
| Common Stock | 07/06/2021 | C(5) | 6,096,644 | A | (1) | 6,150,018 | I | Held through SLA Eclipse Co-Invest, L.P.(3)(4) | ||
| Common Stock | 07/06/2021 | C(5) | 3,822,490 | A | (1) | 60,829,042 | I | Held through SLA CM Eclipse Holdings, L.P.(2)(4) | ||
| Common Stock | 07/06/2021 | C(5) | 106,081 | A | (1) | 6,256,099 | I | Held through SLA Eclipse Co-Invest, L.P.(3)(4) | ||
| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series C Convertible Preferred Stock | (5) | 05/07/2021 | A(6) | 3,630,798 | (5) | (5) | Common Stock | 3,630,798 | $14 | 3,630,798 | I | Held through SLA CM Eclipse Holdings, L.P.(2)(4) | |||
| Series C Convertible Preferred Stock | (5) | 05/20/2021 | A(6) | 191,692 | (5) | (5) | Common Stock | 191,692 | $14 | 3,822,490 | I | Held through SLA CM Eclipse Holdings, L.P.(2)(4) | |||
| Series C Convertible Preferred Stock | (5) | 05/20/2021 | A(6) | 106,081 | (5) | (5) | Common Stock | 106,081 | $14 | 106,081 | I | Held through SLA Eclipse Co-Invest, L.P.(3)(4) | |||
| Series B Convertible Preferred Stock | (5) | 07/06/2021 | C(5) | 52,648,162 | (5) | (5) | Common Stock | 52,648,162 | $0.00 | 0 | I | Held through SLA CM Eclipse Holdings, L.P.(2)(4) | |||
| Series B Convertible Preferred Stock | (5) | 07/06/2021 | C(5) | 6,096,644 | (5) | (5) | Common Stock | 6,096,644 | $0.00 | 0 | I | Held through SLA Eclipse Co-Invest, L.P.(3)(4) | |||
| Series C Convertible Preferred Stock | (5) | 07/06/2021 | C(5) | 3,822,490 | (5) | (5) | Common Stock | 3,822,490 | $0.00 | 0 | I | Held through SLA CM Eclipse Holdings, L.P.(2)(4) | |||
| Series C Convertible Preferred Stock | (5) | 07/06/2021 | C(5) | 106,081 | (5) | (5) | Common Stock | 106,081 | $0.00 | 0 | I | Held through SLA Eclipse Co-Invest, L.P.(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Represents a purchase of Common Stock, par value $0.00001 per share ("Common Stock") of EverCommerce Inc. (the "Issuer") pursuant to a Purchase Agreement dated June 22, 2021, in a private placement from the Issuer. |
| 2. These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator"). |
| 3. These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest"). |
| 4. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. |
| 5. The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering. |
| 6. These securities were previously reported on a Form 3 filed by the Reporting Persons. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. | 07/08/2021 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C. | 07/08/2021 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P. | 07/08/2021 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SL Alpine Aggregator GP, L.L.C. | 07/08/2021 | |
| By: /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C. | 07/08/2021 | |
| By: /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C., general partner of SLA CM Eclipse Holdings, L.P. | 07/08/2021 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., general partner of SLA Eclipse Co-Invest, L.P. | 07/08/2021 | |
| JOSEPH OSNOSS: /s/ Joseph Osnoss | 07/08/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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. | ||