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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/01/2021 | 3. Issuer Name and Ticker or Trading Symbol EverCommerce Inc. [ EVCM ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 1,051,502 | D | |
Common Stock | 500,000 | I | By EMJ Remer Family Trust |
Common Stock | 12,032 | I | By Family Trust |
Common Stock | 4,592,730 | I | By Buckrail Partners, LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Series A Preferred Stock | (1) | (1) | Common Stock | 35,000 | (1) | I | By Remer Family Trust |
Series A Preferred Stock | (1) | (1) | Common Stock | 16,967 | (1) | I | By Family Trust 1 |
Series B Preferred Stock | (1) | (1) | Common Stock | 12,180 | (1) | D | |
Series B Preferred Stock | (1) | (1) | Common Stock | 3,555,934 | (1) | I | By Buckrail Partners, LLC |
Stock Option | (2) | 01/09/2030 | Common Stock | 949,432 | 9.1356 | D | |
Stock Option | (3) | 01/09/2030 | Common Stock | 5,747,164 | 9.1356 | D | |
Stock Option | (4) | 06/29/2031 | Common Stock | 143,382 | 17 | D |
Explanation of Responses: |
1. The shares 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. |
2. The stock option will vest and become exercisable with respect to 50% of the shares upon the achievement by the Issuer of a price per share that equals or exceeds $27.41, and with respect to the remaining shares upon the achievement by the Issuer of a price per share that equals or exceeds $36.54 between January 1, 2023 and June 30, 2023. |
3. The stock option vests as to 25% of the underlying shares of Common Stock on January 10, 2021, and with respect to the remaining shares in 36 equal monthly installments thereafter. |
4. The stock option vests as to 25% of the underlying shares of Common Stock on July 1, 2022, and with respect to the remaining shares in 12 equal quarterly installments thereafter. |
Remarks: |
Exhibit 24 - Power of Attorney. |
/s/ Lisa Storey, Attorney-in-fact | 07/01/2021 | |
** 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 5 (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. |