Sec Form 4 Filing - CLAIRVEST GROUP INC @ Digital Media Solutions, Inc. - 2020-10-22

Insider filing report for Changes in Beneficial Ownership
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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
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)
10/22/2020
(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
Class A Common Stock 10/22/2020 J( 1 ) 98,783 A 18,036,737 I See footnotes ( 2 ) ( 3 )
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 ( 4 ) 10/22/2020 J( 5 ) 12,421 ( 4 ) ( 4 ) Class A Common Stock 12,421 ( 5 ) 2,267,854 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
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
CEP V-A DMS AIV Limited Partnership
22 ST. CLAIR AVENUE EAST
SUITE 1700
TORONTO, A6M4T 2S3
X
Signatures
/s/ James H. Miller, Corporate Secretary of Clairvest Group Inc. 10/26/2020
Signature of Reporting Person Date
/s/ James H. Miller, Corporate Secretary of Clairvest Equity Partners V Limited Partnership 10/26/2020
Signature of Reporting Person Date
/s/ James H. Miller, Corporate Secretary of CEP V Co-Investment Limited Partnership 10/26/2020
Signature of Reporting Person Date
/s/ James H. Miller, Corporate Secretary of CEP V-A DMS AIV Limited Partnership 10/26/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of the Issuer's Class A Common Stock ("Class A Common Stock") were issued pursuant to the post-closing adjustment provisions of the Issuer's Business Combination Agreement, dated April 23, 2020 (as amended, the "Business Combination Agreement"), in connection with the business combination which closed on July 15, 2020 (the "Business Combination").
( 2 )Clairvest Group Inc. ("CG") indirectly owns 18,036,737 shares of the Class A Common Stock, which consist of (i) 11,945,360 shares directly owned by Clairvest Equity Partners V Limited Partnership ("CEP V"); and (ii) 6,091,377 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.
( 3 )The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
( 4 )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 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.
( 5 )The Units were issued pursuant to the post-closing adjustment provisions of the Business Combination Agreement in connection with the Business Combination.
( 6 )CG indirectly owns 2,267,854 Units, which are owned directly by CEP V-A DMS AIV Limited Partnership, an indirect subsidiary of CG.

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