Sec Form 3 Filing - Silver Lake Group, L.L.C. @ EverCommerce Inc. - 2021-07-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Silver Lake Group, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
EverCommerce Inc. [ EVCM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2021
(Street)
MENLO PARK, CA94025
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
Common Stock 4,358,390 I Held through SLA CM Eclipse Holdings, L.P. ( 1 ) ( 3 )
Common Stock 53,374 I Held through SLA Eclipse Co-Invest, L.P. ( 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
Series B Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 52,648,162 I Held through SLA CM Eclipse Holdings, L.P. ( 1 ) ( 3 )
Series B Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 6,096,644 I Held through SLA Eclipse Co-Invest, L.P. ( 2 ) ( 3 )
Series C Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 3,822,490 I Held through SLA CM Eclipse Holdings, L.P. ( 1 ) ( 3 )
Series C Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 106,081 I Held through SLA Eclipse Co-Invest, L.P. ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Silver Lake Group, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
SLAA (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Alpine Associates, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
SL Alpine Aggregator GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
SLA CM GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
SLA CM Eclipse Holdings, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
SLA Eclipse Co-Invest, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Osnoss Joseph
C/O SILVER LAKE,
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Signatures
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 07/01/2021
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C. 07/01/2021
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P. 07/01/2021
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SL Alpine Aggregator GP, L.L.C. 07/01/2021
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C. 07/01/2021
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C., general partner of SLA CM Eclipse Holdings, L.P. 07/01/2021
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., general partner of SLA Eclipse Co-Invest, L.P. 07/01/2021
Signature of Reporting Person Date
JOSEPH OSNOSS: /s/ Joseph Osnoss 07/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").
( 2 )Th ese securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").
( 3 )Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.
( 4 )The shares of Convertible Preferred Stock of EverCommerce Inc. (the "Issuer") are convertible at the option of the holder in accordance with the conditions specified in the certificate of incorporation of the Issuer and will automatically convert on a one-for-one basis into common stock of the Issuer upon the closing of the Issuer's initial public offering.

Remarks:
The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

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.