Providence Strategic Growth III Form 3/A EverCommerce / Peter Osgood Jr. Wilde ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PSG Ultimate GP Managing Member L.L.C.

(Last) (First) (Middle)

401 PARK DRIVE

SUITE 204

(Street)

BOSTON MA 02215

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2021

3. Issuer Name and Ticker or Trading Symbol
EverCommerce Inc. [ EVCM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
07/01/2021

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

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock , par value $0.00001 per share	29,718,428	I	See Footnotes (1), (2), (3) and (4).(1)(2)(3)(4)
Series A Convertible Preferred Stock	43,597,628	I	See Footnotes (1), (2), (3), (4) and (5).(1)(2)(3)(4)(5)
Series B Convertible Preferred Stock	8,219,892	I	See Footnotes (1), (2), (3), (4) and (5).(1)(2)(3)(4)(5)
Series C Convertible Preferred Stock	3,928,568	I	See Footnotes (1), (2), (3), (4) and (5).(1)(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

PSG Ultimate GP Managing Member L.L.C.

(Last) (First) (Middle)

401 PARK DRIVE

SUITE 204

(Street)

BOSTON MA 02215

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Providence Strategic Growth II L.P.

(Last) (First) (Middle)

401 PARK DRIVE

SUITE 204

(Street)

BOSTON MA 02215

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Providence Strategic Growth II-A L.P.

(Last) (First) (Middle)

401 PARK DRIVE

SUITE 204

(Street)

BOSTON MA 02215

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Providence Strategic Growth III L.P.

(Last) (First) (Middle)

401 PARK DRIVE

SUITE 204

(Street)

BOSTON MA 02215

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Providence Strategic Growth III-A L.P.

(Last) (First) (Middle)

401 PARK DRIVE

SUITE 204

(Street)

BOSTON MA 02215

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PSG PS Co-Investors L.P.

(Last) (First) (Middle)

401 PARK DRIVE

SUITE 204

(Street)

BOSTON MA 02215

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wilde Peter Osgood Jr.

(Last) (First) (Middle)

C/O PSG EQUITY L.L.C.

401 PARK DRIVE, SUITE 204

(Street)

BOSTON MA 02215

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of 3,358,726 shares of common stock, 4,927,331 shares of Series A Convertible Preferred Stock, 1,942,358 shares of Series B Convertible Preferred Stock and 595,521 shares of Series C Convertible Preferred Stock held directly by Providence Strategic Growth II L.P. ("PSG II"); 2,564,410 shares of common stock, 3,762,050 shares of Series A Convertible Preferred Stock, 1,483,003 shares of Series B Convertible Preferred Stock and 454,684 shares of Series C Convertible Preferred Stock held directly by Providence Strategic Growth II-A L.P. ("PSG II-A"); 3,628,596 shares of common stock, 5,323,234 shares of Series A Convertible Preferred Stock, 2,098,423 shares of Series B Convertible Preferred Stock and 643,369 shares of Series C Preferred Stock held directly by Providence Strategic Growth III L.P. ("PSG III"); (CONTINUED IN NEXT FOOTNOTE)

2. (CONTINUED FROM PREVIOUS FOOTNOTE) 1,174,692 shares of common stock, 1,723,297 shares of Series A Convertible Preferred Stock, 679,325 shares of Series B Convertible Preferred Stock and 208,279 shares of Series C Convertible Preferred Stock held directly by Providence Strategic Growth III-A L.P. ("PSG III-A"); and 18,992,005 shares of common stock, 27,861,715 shares of Series A Convertible Preferred Stock, 2,016,782 shares of Series B Convertible Preferred Stock and 2,026,714 shares of Series C Convertible Preferred Stock held directly by PSG PS Co-Investors L.P. ("PSG Co-Invest" and together with PSG II, PSG II-A, PSG III and PSG III-A, the "PSG Funds"). PSG Ultimate GP Managing Member L.L.C. ("PSG Managing Member") is the indirect managing member of the PSG Funds and holds voting and dispositive power over the shares of common stock held by the PSG Funds. (CONTINUED IN NEXT FOOTNOTE)

3. (CONTINUED FROM PREVIOUS FOOTNOTE) The members of PSG Managing Member are controlled by each of Mark Hastings and Peter Wilde, respectively. Each of Mr. Hastings and Mr.Wilde disclaim beneficial ownership of any of the common stock held by the PSG Funds, except to the extent of their pecuniary interest therein. The address for each of the entities referenced above, Mr. Hastings and Mr. Wilde is c/o PSG Equity L.L.C., 401 Park Drive, Suite 204, Boston, MA 02215.

4. Solely for purposes of Section 16 of the Exchange Act, each reporting person may be deemed a "director by deputization".

5. The shares of each series of Convertible Preferred Stock of EverCommerce, Inc. (the "Issuer") are convertible at the option of the holder in accordance with the conditions specified in the certificate of incorporation of the Issuer and will automatically convert on a one-for-one basis into common stock of the Issuer upon the closing of the Issuer's initial public offering.

Remarks:

Explanatory note: This amendment is being filed solely to correct the number of shares held as reported on the Form 3 filed on July 1, 2021 in order to give effect to the impact of rounding.

	/s/ Aaron W. Fine	02/14/2022
	** Signature of Reporting Person	Date
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