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Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 10/22/20 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1725134 |
| Issuer Name: Digital Media Solutions, Inc. |
| Issuer Trading Symbol: DMS;DMS WS |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1117988 |
| | Owner Name: CLAIRVEST GROUP INC |
| Reporting Owner Address: |
| | Owner Street 1: 22 ST. CLAIR AVENUE EAST |
| | Owner Street 2: SUITE 1700 |
| | Owner City: TORONTO |
| | Owner State: A6 |
| | Owner ZIP Code: M4T 2S3 |
| | Owner State Description: ONTARIO, CANADA |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1818007 |
| | Owner Name: Clairvest Equity Partners V Limited Partnership |
| Reporting Owner Address: |
| | Owner Street 1: 22 ST. CLAIR AVENUE EAST |
| | Owner Street 2: SUITE 1700 |
| | Owner City: TORONTO |
| | Owner State: A6 |
| | Owner ZIP Code: M4T 2S3 |
| | Owner State Description: ONTARIO, CANADA |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1817925 |
| | Owner Name: CEP V Co-Investment Limited Partnership |
| Reporting Owner Address: |
| | Owner Street 1: 22 ST. CLAIR AVENUE EAST |
| | Owner Street 2: SUITE 1700 |
| | Owner City: TORONTO |
| | Owner State: A6 |
| | Owner ZIP Code: M4T 2S3 |
| | Owner State Description: ONTARIO, CANADA |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1818005 |
| | Owner Name: CEP V-A DMS AIV Limited Partnership |
| Reporting Owner Address: |
| | Owner Street 1: 22 ST. CLAIR AVENUE EAST |
| | Owner Street 2: SUITE 1700 |
| | Owner City: TORONTO |
| | Owner State: A6 |
| | Owner ZIP Code: M4T 2S3 |
| | Owner State Description: ONTARIO, CANADA |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 10/22/20 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 98,783 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 18,036,737 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnotes |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Units of Digital Media Solutions Holdings, LLC |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Transaction Date: |
| | | Value: 10/22/20 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F5 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 12,421 |
| | | Transaction Price Per Share: |
| Footnote ID: F5 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 12,421 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,267,854 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnotes |
| Footnote ID: F3 |
| Footnote ID: F6 |
| Footnotes: |
| Footnote - F1: 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"). |
| Footnote - F2: 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. |
| Footnote - F3: The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. |
| Footnote - F4: 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. |
| Footnote - F5: The Units were issued pursuant to the post-closing adjustment provisions of the Business Combination Agreement in connection with the Business Combination. |
| Footnote - F6: CG indirectly owns 2,267,854 Units, which are owned directly by CEP V-A DMS AIV Limited Partnership, an indirect subsidiary of CG. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ James H. Miller, Corporate Secretary of Clairvest Group Inc. |
| Signature Date: 10/26/20 |
| Owner Signature: |
| Signature Name: /s/ James H. Miller, Corporate Secretary of Clairvest Equity Partners V Limited Partnership |
| Signature Date: 10/26/20 |
| Owner Signature: |
| Signature Name: /s/ James H. Miller, Corporate Secretary of CEP V Co-Investment Limited Partnership |
| Signature Date: 10/26/20 |
| Owner Signature: |
| Signature Name: /s/ James H. Miller, Corporate Secretary of CEP V-A DMS AIV Limited Partnership |
| Signature Date: 10/26/20 |
