| 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), (3) and (4).(1)(2)(3)(4) |
| Series A Convertible Preferred Stock | 43,597,665 | I | See Footnotes (1), (2), (3), (4) and (5).(1)(2)(3)(4)(5) |
| Series B Convertible Preferred Stock | 8,219,899 | I | See Footnotes (1), (2), (3), (4) and (5).(1)(2)(3)(4)(5) |
| Series C Convertible Preferred Stock | 3,928,571 | 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) | |||||||
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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 | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents shares of 3,358,726 shares of common stock, 4,927,333 shares of Series A Convertible Preferred Stock, 1,942,359 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, 3,762,052 shares of Series A Convertible Preferred Stock, 1,483,004 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, 5,323,240 shares of Series A Convertible Preferred Stock, 2,098,425 shares of Series B Convertible Preferred Stock and 643,370 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, 1,723,302 shares of Series A Convertible Preferred Stock, 679,327 shares of Series B Convertible Preferred Stock and 208,280 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, 27,861,738 shares of Series A Convertible Preferred Stock, 2,016,784 shares of Series B Convertible Preferred Stock and 2,026,716 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 stockheld 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 Providence Strategic Growth Capital Partners 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: |
| See Exhibit 24.1 - Power of Attorney |
| /s/ Aaron W. Fine | 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. | ||
