Engagesmart (ESMT) Form 4 EngageSmart / PETER Y CHUNG 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^*

SUMMIT PARTNERS L P

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EngageSmart, Inc. [ ESMT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2023

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

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 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, par value $0.001 per share	03/07/2023		S		252,727(1)	D	$18.1925(2)	25,004,973(3)	I	See Footnote(4)(5)

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

1. Name and Address of Reporting Person^*

SUMMIT PARTNERS L P

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Summit Partners Growth Equity Fund VIII-A, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Summit Partners Growth Equity Fund VIII-B, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Summit Partners Entrepreneur Advisors Fund I, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Summit Investors I, LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Summit Investors I (UK), L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SUMMIT MASTER COMPANY, LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CHUNG PETER Y

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLLINS SCOTT C

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. Represents (i) 181,406 shares of Common Stock sold by Summit Partners Growth Equity Fund VIII-A, L.P., (ii) 66,271 shares of Common Stock sold by Summit Partners Growth Equity Fund VIII-B, L.P., (iii) 1,203 shares of Common Stock sold by Summit Partners Entrepreneur Advisors Fund I, L.P., (iv) 3,473 shares of Common Stock sold by Summit Investors I, LLC and (v) 374 shares of Common Stock sold by Summit Investors I (UK), L.P. The reported sales were effected pursuant to a full exercise by the underwriters of a greenshoe option of the previously reported underwritten public offering that closed on March 3, 2023.

2. This amount represents a public offering price of $19.00 per share of Common Stock of EngageSmart, Inc. (the "Company"), less an underwriting discount of $0.8075 per share for shares sold in an underwritten public offering.

3. Consists of (i) 17,948,333 shares of Common Stock held by Summit Partners Growth Equity Fund VIII-A, L.P., (ii) 6,556,911 shares of Common Stock held by Summit Partners Growth Equity Fund VIII-B, L.P.,(iii) 119,071 shares of Common Stock held by Summit Partners Entrepreneur Advisors Fund I, L.P., (iv) 343,615 shares of Common Stock held by Summit Investors I, LLC and (v) 37,043 shares of Common Stock held by Summit Investors I (UK), L.P.

4. Summit Partners, L.P. is the managing member of Summit Partners GE VIII, LLC, which is the general partner of Summit Partners GE VIII, L.P., which is the general partner of each of Summit Partners Growth Equity Fund VIII-A, L.P. and Summit Partners Growth Equity Fund VIII-B, L.P. Summit Master Company, LLC is the (A) sole managing member of Summit Partners Entrepreneur Advisors GP, LLC, which is the general partner of Summit Partners Entrepreneur Advisors Fund I, L.P., and (B) the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC and the general partner of Summit Investors I (UK), L.P. Summit Master Company, LLC, as the sole managing member of Summit Partners Entrepreneur Advisors GP, LLC and

5. (Continued from footnote 4), has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. Investment decisions for Summit Partners, L.P. are made by its two-person Investment Committee, which is currently composed of Scott Collins and Peter Y. Chung. Summit Partners L.P., Scott Collins and Peter Y. Chung each have voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. Each of the entities affiliated with Summit Partners, L.P. that are mentioned herein and each of Mr. Collins and Mr. Chung disclaims beneficial ownership of the shares of common stock, in each case, except to the extent of it or his pecuniary interest therein.

Remarks:

	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Partners Growth Equity Fund VIII-A, L.P.	03/07/2023
	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Partners Growth Equity Fund VIII-B, L.P.	03/07/2023
	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Partners Entrepreneur Advisors Fund I, L.P.	03/07/2023
	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Investors I, LLC	03/07/2023
	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Investors I (UK), L.P.	03/07/2023
	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Partners, L.P.	03/07/2023
	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Master Company, LLC	03/07/2023
	/s/ Adam H. Hennessey, as attorney-in-fact for Peter Y. Chung	03/07/2023
	/s/ Adam H. Hennessey, as attorney-in-fact for Scott Collins	03/07/2023
	** Signature of Reporting Person	Date
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