Sec Form 3 Filing - CLAIRVEST GROUP INC @ Digital Media Solutions, Inc. - 2020-07-15

FORM 3 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 CLAIRVEST GROUP INC 2. Issuer Name and Ticker or Trading Symbol Digital Media Solutions, Inc. [ DMS;DMS WS] 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) 22 ST. CLAIR AVENUE EAST, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2020 (Street) TORONTO, A6M4T 2S3 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

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 Units of Digital Media Solutions Holdings, LLC ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 2,255,433 I See footnotes ( 2 ) ( 3 ) Class C Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 17,937,954 I See footnotes ( 3 ) ( 5 ) Warrants (Right to Buy) $ 11.5 08/14/2020 07/15/2025 Class A Common Stock 922,177 I See footnotes ( 3 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CLAIRVEST GROUP INC 22 ST. CLAIR AVENUE EAST SUITE 1700 TORONTO, A6M4T 2S3 X CEP V-A DMS AIV Limited Partnership 22 ST. CLAIR AVENUE EAST SUITE 1700 TORONTO, A6M4T 2S3 X Clairvest Equity Partners V Limited Partnership 22 ST. CLAIR AVENUE EAST SUITE 1700 TORONTO, A6M4T 2S3 X CEP V Co-Investment Limited Partnership 22 ST. CLAIR AVENUE EAST SUITE 1700 TORONTO, A6M4T 2S3 X Signatures /s/ James H. Miller, Corporate Secretary of Clairvest Group Inc. 07/17/2020 Signature of Reporting Person Date /s/ James H. Miller, Corporate Secretary of CEP V-A DMS AIV Limited Partnership 07/17/2020 Signature of Reporting Person Date /s/ James H. Miller, Corporate Secretary of Clairvest Equity Partners V Limited Partnership 07/17/2020 Signature of Reporting Person Date /s/ James H. Miller, Corporate Secretary of CEP V Co-Investment Limited Partnership 07/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each unit of Digital Media Solutions Holdings, LLC, indirect subsidiary of the Issuer ("Unit"), may be redeemed by the holder for cash in an amount equal to the value of one share of the Issuer's Class A Common Stock ("Class A Common Stock") or, at the Issuer's option, the Issuer may acquire each Unit in exchange for one share of Class A Common Stock or the cash value thereof, in each case subject to certain restrictions. Upon a redemption or acquisition of such Units, an equal number of the Unit holder's non-economic, voting shares of the Issuer's Class B Common Stock will be cancelled. ( 2 )Clairvest Group Inc. ("CG") indirectly owns 2,255,433 Units, which are owned directly by CEP V-A DMS AIV Limited Partnership ("CEP V-A"), an indirect subsidiary of CG. ( 3 )The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. ( 4 )Each share of the Issuer's Class C Common Stock is convertible, at any time and at the option of the holder, into one share of Class A Common Stock. ( 5 )CG indirectly owns 17,937,954 shares of Class C Common Stock, which consist of (i) 11,879,938 shares directly owned by Clairvest Equity Partners V Limited Partnership ("CEP V"); and 6,058,016 shares directly owned by CEP V Co-Investment Limited Partnership ("CEP Co-Invest"). Each of CEP V and CEP Co-Invest is an indirect subsidiary of CG. ( 6 )CG indirectly owns 922,177 Warrants, which consist of: (i) 102,999 Warrants directly owned by CEP V-A; (ii) 542,525 Warrants directly owned by CEP V; and (iii) 276,653 Warrants directly owned by CEP Co-Invest.

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.