Sec Form 4 Filing - Leo Investors Limited Partnership @ Digital Media Solutions, Inc. - 2020-07-15

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 Leo Investors Limited Partnership 2. Issuer Name and Ticker or Trading Symbol Digital Media Solutions, Inc. [ DMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 21 GROSVENOR PLACE 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2020 (Street) LONDON, X0SW1X 7HF 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 Class A Common Stock 07/15/2020 J( 1 ) 1,897,282 D 3,012,718 D ( 2 )

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 Leo Investors Limited Partnershi p 21 GROSVENOR PLACE LONDON, X0SW1X 7HF X Leo Investors General Partner Ltd 21 GROSVENOR PLACE LONDON, X0SW1X 7HF X Signatures /s/ Simon Brown, as Director 07/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the Business Combination Agreement, dated April 23, 2020, by and among Leo Holdings Corp. ("Leo"), Digital Media Solutions LLC ("DMS"), and the other parties thereto, Leo domesticated as a Delaware corporation (the "Domestication") and changed its name to "Digital Media Solutions, Inc." In connection with the Domestication, the Class B ordinary shares, par value $0.0001 of Leo held by Leo Investors Limited Partnership ("LP") were automatically converted into shares of Class A common stock, par value $0.0001 per share, on a one-for-one basis. Simultaneously, pursuant to the Amended and Restated Sponsor Shares and Warrant Surrender Agreement (the "Surrender Agreement") between Leo, LP and certain other parties, LP agreed to forfeit and surrender for no consideration 1,897,282 Class B ordinary shares of Leo. After giving effect to this transaction, LP will own less than 10% of the outstanding common stock of the issuer. ( 2 )This Form 4 is being filed jointly by and on behalf of LP and Leo Investors General Partner Limited ("GP"). LP is controlled by GP, its general partner. GP is governed by a three member board of directors. Each director has one vote, and the approval of a majority of the directors is required to approve an action of GP. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Based upon the foregoing analysis, no individual director of GP exercises voting or dispositive control over any of the securities held by LP. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.

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.