Sec Form 4 Filing - Silver Lake Group, L.L.C. @ EverCommerce Inc. - 2021-05-07

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
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)
05/07/2021
(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 06/30/2021 A( 1 )( 6 ) 4,358,390 A $ 17 4,358,390 I Held through SLA CM Eclipse Holdings, L.P. ( 2 ) ( 4 )
Common Stock 06/30/2021 A( 1 )( 6 ) 53,374 A $ 17 53,374 I Held through SLA Eclipse Co-Invest, L.P. ( 3 ) ( 4 )
Common Stock 07/06/2021 C( 5 ) 52,648,162 A 57,006,552 I Held through SLA CM Eclipse Holdings, L.P. ( 2 ) ( 4 )
Common Stock 07/06/2021 C( 5 ) 6,096,644 A 6,150,018 I Held through SLA Eclipse Co-Invest, L.P. ( 3 ) ( 4 )
Common Stock 07/06/2021 C( 5 ) 3,822,490 A 60,829,042 I Held through SLA CM Eclipse Holdings, L.P. ( 2 ) ( 4 )
Common Stock 07/06/2021 C( 5 ) 106,081 A 6,256,099 I Held through SLA Eclipse Co-Invest, L.P. ( 3 ) ( 4 )
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 C Convertible Preferred Stock ( 5 ) 05/07/2021 A( 6 ) 3,630,798 ( 5 ) ( 5 ) Common Stock 3,630,798 $ 14 3,630,798 I Held through SLA CM Eclipse Holdings, L.P. ( 2 ) ( 4 )
Series C Convertible Preferred Stock ( 5 ) 05/20/2021 A( 6 ) 191,692 ( 5 ) ( 5 ) Common Stock 191,692 $ 14 3,822,490 I Held through SLA CM Eclipse Holdings, L.P. ( 2 ) ( 4 )
Series C Convertible Preferred Stock ( 5 ) 05/20/2021 A( 6 ) 106,081 ( 5 ) ( 5 ) Common Stock 106,081 $ 14 106,081 I Held through SLA Eclipse Co-Invest, L.P. ( 3 ) ( 4 )
Series B Convertible Preferred Stock ( 5 ) 07/06/2021 C( 5 ) 52,648,162 ( 5 ) ( 5 ) Common Stock 52,648,162 $ 0 0 I Held through SLA CM Eclipse Holdings, L.P. ( 2 ) ( 4 )
Series B Convertible Preferred Stock ( 5 ) 07/06/2021 C( 5 ) 6,096,644 ( 5 ) ( 5 ) Common Stock 6,096,644 $ 0 0 I Held through SLA Eclipse Co-Invest, L.P. ( 3 ) ( 4 )
Series C Convertible Preferred Stock ( 5 ) 07/06/2021 C( 5 ) 3,822,490 ( 5 ) ( 5 ) Common Stock 3,822,490 $ 0 0 I Held through SLA CM Eclipse Holdings, L.P. ( 2 ) ( 4 )
Series C Convertible Preferred Stock ( 5 ) 07/06/2021 C( 5 ) 106,081 ( 5 ) ( 5 ) Common Stock 106,081 $ 0 0 I Held through SLA Eclipse Co-Invest, L.P. ( 3 ) ( 4 )
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. 07/08/2021
** 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. 07/08/2021
** 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. 07/08/2021
** 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. 07/08/2021
** Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C. 07/08/2021
** 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. 07/08/2021
** 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. 07/08/2021
** Signature of Reporting Person Date
JOSEPH OSNOSS: /s/ Joseph Osnoss 07/08/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a purchase of Common Stock, par value $0.00001 per share ("Common Stock") of EverCommerce Inc. (the "Issuer") pursuant to a Purchase Agreement dated June 22, 2021, in a private placement from the Issuer.
( 2 )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").
( 3 )These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").
( 4 )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.
( 5 )The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.
( 6 )These securities were previously reported on a Form 3 filed by the Reporting Persons.

Remarks:
The Reporting Persons are jointly filing this Form 4 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).

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