Sec Form 4 Filing - Rudolph Jason @ Digital Media Solutions, Inc. - 2020-10-28

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 Rudolph Jason 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O DIGITAL MEDIA SOLUTIONS, INC., 4800 140TH AVENUE N., SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 10/28/2020 (Street) CLEARWATER, FL33762 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 Class A common stock 10/28/2020 A 69,493 ( 1 ) A $ 0 69,493 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 Non-Qualified Stock Option (Right to Buy) $ 7.31 10/28/2020 A 33,767 ( 2 ) 10/28/2030 Class A common stock 33,767 $ 0 33,767 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rudolph Jason C/O DIGITAL MEDIA SOLUTIONS, INC. 4800 140TH AVENUE N., SUITE 101 CLEARWATER, FL33762 Chief Technology Officer Signatures /s/ Joseph Marinucci, as attorney-in-fact for Jason Rudolph 10/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects restricted share units ("RSUs") granted pursuant to the terms of the Issuer's 2020 Omnibus Incentive Plan that will vest as follows: 33.3% of the RSUs shall vest on July 16, 2021; 33.3% of the RSUs shall vest on July 16, 2022; and 33.4% of the RSUs shall vest on July 16, 2023, provided that the Reporting Person remains in continuous employment with the Issuer through the applicable Vesting Date. ( 2 )Reflects non-qualified stock option (the "Option"), with an exercise price of $7.31, which was the fair market value on the date of grant. The Option was granted pursuant to the terms of the 2020 Omnibus Incentive Plan and will vest as follows: 33.3% of the shares subject to the Option shall vest on July 16, 2021; 33.3% of the share subject to the Option shall vest on July 16, 2022; and 33.4% of the shares subject to the Option shall vest on July 16, 2023, provided that the Reporting Person remains in continuous employment with the Issuer through the applicable Vesting 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).

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