Sec Form 4 Filing - North Peak Capital Management, LLC @ SharpSpring, Inc. - 2019-06-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person North Peak Capital Management, LLC 2. Issuer Name and Ticker or Trading Symbol SharpSpring, Inc. [ SHSP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 10% Group (Last) (First) (Middle) 155 EAST 44TH STREET, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/17/2019 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/17/2019 S 114,641 D $ 12.25 ( 1 ) ( 2 ) 0 I By North Peak Capital Partners, L.P. ( 3 ) ( 4 ) Common Stock, par value $0.001 06/17/2019 S 176,853 D $ 12.25 ( 1 ) ( 2 ) 0 I By North Peak Capital Partners II, L.P. ( 3 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other North Peak Capital Management, LLC 155 EAST 44TH STREET 5TH FLOOR NEW YORK, NY10017 Member of 10% Group North Peak Capital Partners II, LP 155 EAST 44TH STREET, 5TH FLOOR NEW YORK, NY10017 Member of 10% Group North Peak Capital Partners, LP 155 EAST 44TH STREET, 5TH FLOOR NEW YORK, NY10017 Member of 10% Group Signatures /s/ Michael Lorch, NORTH PEAK CAPITAL PARTNERS, L.P. 06/19/2019 Signature of Reporting Person Date /s/ Michael Lorch, NORTH PEAK CAPITAL PARTNERS II, L.P. 06/19/2019 Signature of Reporting Person Date /s/ Michael Lorch, NORTH PEAK CAPITAL MANAGEMENT, LLC 06/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to an underwriting agreement dated June 13, 2019 (the "Underwriting Agreement") by and among SharpSpring, Inc. (the "Issuer"), Canaccord Genuity LLC, Roth Capital Partners, LLC, Daniel C. Allen, North Peak Capital Partners, LP, a Delaware limited partnership ("NPCP"), North Peak Capital Partners II, LP, a Delaware limited partnership ("NPCP II"), SHSP Holdings, LLC, and Evercel Holdings, LLC, as discussed in the Issuer's prospectus supplement dated June 13, 2019, supplementing the Issuer's registration statement on Form S-3 (File No. 333-231758) filed with the Securities and Exchange Commission on May 24, 2019, NPCP and NPCP II sold 114,641 shares, and 176,853 shares, respectively, of the Issuer's common stock on June 17, 2019. ( 2 )The price per share reflects the public offering price of $13.00 less an underwriting discount of $0.7475 per share pursuant to the Underwriting Agreement. Following the sale of the shares pursuant to the Underwriting Agreement, none of the reporting persons own any shares of common stock of the Issuer. ( 3 )This statement is being jointly filed by and on behalf of each of NPCP, NPCP II, and North Peak Capital Management, LLC, a Delaware limited liability company ("NPCM"). NPCM is the investment manager of, and may be deemed to beneficially own certain securities owned by, each of NPCP and NPCP II. ( 4 )Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such reporting person in such securities.

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 4(b)(v).

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