Sec Form 4 Filing - Borghese Fernando @ Digital Media Solutions, Inc. - 2021-08-19

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
Borghese Fernando
2. Issuer Name and Ticker or Trading Symbol
Digital Media Solutions, Inc. [ DMS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O DIGITAL MEDIA SOLUTIONS, INC., 4800 140TH AVENUE N., SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
08/19/2021
(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, Par Value $0.0001 per share 08/19/2021 A 100,251 ( 1 ) A $ 0 201,159 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) $ 7.98 ( 2 ) 08/19/2021 A 230,548 08/19/2021 08/19/2031 Class A Common Stock, Par Value $0.0001 per share 230,548 $ 0 230,548 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Borghese Fernando
C/O DIGITAL MEDIA SOLUTIONS, INC.
4800 140TH AVENUE N., SUITE 101
CLEARWATER, FL33762
X Chief Operating Officer
Signatures
/s/ Joseph Marinucci, as attorney-in-fact for Fernando Borghese 08/23/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )1. Reflects restricted shares units ("RSUs") granted pursuant to the terms of the Issuer's 2020 Omnibus Incentive Plan (the "Plan") that will vest 25% annually over four years beginning on August 19, 2022, provided that the Reporting Person remains in continuous employment with the Issuer through the applicable vesting date. The RSUs were awarded in an exempt transaction pursuant to Rule 16b-3(d) of the Securities Exchange Act of 1934, as amended.
( 2 )Reflects non-qualified stock option (the "Option") granted pursuant to the terms of the Plan. with an exercise price of $7.98, which was the fair market value on the grant date. The Option will vest 25% annually over four years beginning on August 19, 2022, provided that the Reporting Person remains in continuous employment with the Issuer through the applicable vesting date. The Options were awarded in an exempt transaction pursuant to Rule 16b-3(d) of the Securities Exchange Act of 1934, as amended.

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