Evan Berlin Form 3 EverCommerce / Evan Berlin ownership change

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^*

Berlin Evan

(Last) (First) (Middle)

C/O EVERCOMMERCE INC.

3601 WALNUT STREET, SUITE 400

(Street)

DENVER CO 80205

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2023

3. Issuer Name and Ticker or Trading Symbol
EverCommerce Inc. [ EVCM ]

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

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

5. 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 Beneficially Owned
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	289,373(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option	(2)	06/30/2031	Common Stock	16,176	17	D
Stock Option	(3)	09/19/2031	Common Stock	21,040	17	D
Stock Option	(4)	02/29/2032	Common Stock	26,640	11.97	D
Stock Option	(5)	01/09/2030	Common Stock	100,000	9.14	D
Stock Option	(6)	01/09/2030	Common Stock	30,000	9.14	D
Stock Option	(7)	01/05/2031	Common Stock	30,000	11	D
Stock Option	(8)	01/05/2031	Common Stock	10,000	11	D
Stock Option	(9)	04/24/2027	Common Stock	20,000	2.95	D
Stock Option	(9)	01/15/2029	Common Stock	834	4.43	D

Explanation of Responses:

1. Includes 145,891 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest in accordance with the applicable vesting terms for each award.

2. The stock option has vested or will vest and become exercisable as to 25% of the underlying shares on the first anniversary of July 1, 2021 and the remainder in 12 quarterly installments thereafter.

3. The stock option has vested or will vest and become exercisable as to 25% of the underlying shares on the first anniversary of September 20, 2021 and the remainder in 12 quarterly installments thereafter.

4. The stock option has vested or will vest and become exercisable as to 25% of the underlying shares on the first anniversary of March 1, 2022 and the remainder in 12 quarterly installments thereafter.

5. The stock option has vested or will vest and become exercisable as to 25% of the underlying shares on the first anniversary of January 10, 2020 and the remainder in 36 monthly installments thereafter.

6. 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.

7. The stock option has vested or will vest and become exercisable as to 25% of the underlying shares on the first anniversary of January 6, 2021 and the remainder in 36 monthly installments thereafter.

8. The stock option will vest and become exercisable upon the achievement by the Issuer of a price per share that equals or exceeds $33.00 between January 1, 2023 and June 30, 2023.

9. The stock option is fully vested and exercisable.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Lisa Storey, Attorney-in-fact	04/03/2023
	** 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.
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