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) 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)
| 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 , par value $0.00001 per share | 29,718,428 | I | See Footnotes (1), (2), and (3).(1)(2)(3) |
Series A Convertible Preferred Stock | 43,597,665 | I | See Footnotes (1), (2), and (3).(1)(2)(3) |
Series B Convertible Preferred Stock | 8,219,899 | I | See Footnotes (1), (2), and (3).(1)(2)(3) |
Series C Convertible Preferred Stock | 3,928,571 | I | See Footnotes (1), (2), and (3).(1)(2)(3) |
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 |
Explanation of Responses: |
1. Represents shares held directly by Providence Strategic Growth II L.P. ("PSG II") Providence Strategic Growth II-A L.P. ("PSG II-A"), Providence Strategic Growth III L.P. ("PSG III"), Providence Strategic Growth III-A L.P. ("PSG III-A"),and 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) |
2. (CONTINUED FROM PREVIOUS FOOTNOTE) The members of PSG Managing Member are controlled by each of Mark Hastings and Peter Wilde, respectively. Mr. Hastings is also a member of the board of directors of EverCommerce, Inc. (the "Issuer"). Mr. Hastings disclaims 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 the reporting person is c/o Providence Strategic Growth Capital Partners L.L.C., 401 Park Drive, Suite 204, Boston, MA 02215. |
3. The shares of each series of Convertible Preferred Stock of 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: |
See Exhibit 24.1 - Power of Attorney |
/s/ Aaron W. Fine as 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. |