Joseph Marinucci Form 4 Digital Media Solutions / Joseph Marinucci ownership change

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

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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^*

Marinucci Joseph

(Last) (First) (Middle)

C/O DIGITAL MEDIA SOLUTIONS, INC.

4800 140TH AVENUE N., SUITE 101

(Street)

CLEARWATER FL 33762

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Digital Media Solutions, Inc. [ DMS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

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
Class A common stock	10/28/2020		A		105,000(1)	A	$0	105,000	D

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
Non-Qualified Stock Option (Right to Buy)	$7.31	10/28/2020		A		51,020		(2)	10/28/2030	Class A common stock	51,020	$0	51,020	D

Explanation of Responses:

1. Reflects restricted share units ("RSUs") granted pursuant to the terms of the Issuer's 2020 Omnibus Incentive Plan that will vest as follows: 33.3% of the RSUs shall vest on July 16, 2021; 33.3% of the RSUs shall vest on July 16, 2022; and 33.4% of the RSUs shall vest on July 16, 2023, provided that the Reporting Person remains in continuous employment with the Issuer through the applicable Vesting Date.

2. Reflects non-qualified stock option (the "Option"), with an exercise price of $7.31, which was the fair market value on the date of grant. The Option was granted pursuant to the terms of the 2020 Omnibus Incentive Plan and will vest as follows: 33.3% of the shares subject to the Option shall vest on July 16, 2021; 33.3% of the share subject to the Option shall vest on July 16, 2022; and 33.4% of the shares subject to the Option shall vest on July 16, 2023, provided that the Reporting Person remains in continuous employment with the Issuer through the applicable Vesting Date.

Remarks:

	/s/ Joseph Marinucci	10/30/2020
	** 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.
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