Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person *
Whitton Travis
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
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last)
(First)
(Middle)
C/O SHARPSPRING INC., 5001 CELEBRATION POINTE AVE, SUITE 410
3. Date of Earliest Transaction (MM/DD/YY)
09/01/2021
(Street)
GAINESVILLE, FL32608
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 09/01/2021 D 9,568 D 0 D
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
Stock option (right to buy) $ 4.65 09/01/2021 D 198 ( 4 ) ( 2 ) 02/08/2028 Common stock 19,738 ( 2 ) 33,061 D
Stock option (right to buy) $ 4.74 09/01/2021 D 2,916 ( 4 ) ( 2 ) 03/17/2027 Common stock 2,916 ( 2 ) 30,145 D
Stock option (right to buy) $ 12.39 09/01/2021 D 11,747 ( 4 ) ( 2 ) 01/29/2030 Common stock 11,747 ( 2 ) 18,398 D
Stock option (right to buy) $ 13.88 09/01/2021 D 10,294 ( 4 ) ( 2 ) 02/21/2029 Common stock 10,294 ( 2 ) 8,104 D
Stock option (right to buy) $ 26.5 09/01/2021 D 3,640 ( 4 ) ( 2 ) 02/16/2037 Common stock 8,104 ( 2 ) 0 D
Restricted stock units ( 3 ) 09/01/2021 D 3,640 ( 4 ) ( 2 ) ( 2 ) Common stock 8,613 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whitton Travis
C/O SHARPSPRING INC.
5001 CELEBRATION POINTE AVE, SUITE 410
GAINESVILLE, FL32608
Chief Technology Officer
Signatures
/s/ Travis Whitton 09/03/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated June 21, 2021, by and among the registrant, Constant Contact, Inc. ("Parent"), a Delaware corporation, and Groove Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerSub"), as of the effective time of the merger of Merger Sub with and into the registrant (the "Merger"), these shares of the registrant's common stock were canceled and converted to the right to receive $17.10 in cash per share (the "Per Share Merger Consideration").
( 2 )Pursuant to the Merger Agreement, each vested stock option was canceled, and the holder is entitled to receive a payment in cash, without interest, equal to the product of (i) the total number of shares subject to the canceled stock option and (ii) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price per share subject to the cancelled company stock option.
( 3 )Represents restricted stock units previously granted to the reporting person pursuant to the registrant's time-based restricted stock unit award program on January 29, 2020 and February 16, 2021.
( 4 )Pursuant to the Merger Agreement, these restricted stock unit awards were accelerated immediately prior to the Effective Time and were canceled and converted into the right to receive an amount in cash equal to the applicable Options Payment Amount and/or RUSs Payment Amount (the "Retention Bonus"). Notwithstanding the terms of the Merger Agreement, the Retention Bonus will be paid only if the individual remains employed by the Applicable Employer on a full-time basis in good performance standing through and including the consummation of a Change of Control of the Company (which for the portion of the Retention Bonus related to an Options Payment Amount, also must occur on or prior to the original expiration date of the applicable Options) (the date such Change of Control is consummated, the "Earn Date"). If earned, the Retention Bonus will be paid in a lump sum amount, subject to required payroll deductions and tax withholdings, on the Company's or its successor's first administratively practicable payroll pay date following the Earn 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 4(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.