SEC Filing | EverCommerce Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Jordan Sarah Michelle

(Last)

(First)

(Middle)

C/O EVERCOMMERCE INC.

3601 WALNUT STREET, SUITE 400

(Street)

DENVER

80205

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2021

3. Issuer Name and Ticker or Trading Symbol
EverCommerce Inc. [ EVCM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Marketing Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	33,219	⁽¹⁾	D
Stock Option	⁽²⁾	01/30/2027	Common Stock	30,854	2.9535	D
Stock Option	⁽²⁾	05/07/2023	Common Stock	978	0.4	D
Stock Option	⁽²⁾	10/28/2023	Common Stock	908	0.4	D
Stock Option	⁽²⁾	06/02/2024	Common Stock	5,584	0.5	D
Stock Option	⁽²⁾	04/21/2025	Common Stock	8,794	0.81	D
Stock Option	⁽²⁾	02/01/2026	Common Stock	3,350	0.93	D
Stock Option	⁽³⁾	10/23/2027	Common Stock	15,325	3.6919	D
Stock Option	⁽⁴⁾	01/15/2029	Common Stock	17,388	4.4303	D
Stock Option	⁽⁵⁾	01/09/2030	Common Stock	100,000	9.1356	D
Stock Option	⁽⁶⁾	01/09/2030	Common Stock	40,000	9.1356	D
Stock Option	⁽⁷⁾	01/05/2031	Common Stock	10,000	11	D
Stock Option	⁽⁸⁾	01/05/2031	Common Stock	30,000	11	D
Stock Option	⁽⁹⁾	06/29/2031	Common Stock	16,470	17	D

Explanation of Responses:

1. 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.

2. The stock option is fully vested and currently exercisable

3. The stock option vests as to 25% of the underlying shares of Common Stock on October 24, 2018, and with respect to the remaining shares in 36 equal monthly installments thereafter.

4. The stock option vests as to 25% of the underlying shares of Common Stock on January 16, 2020, and with respect to the remaining shares in 36 equal monthly installments thereafter.

5. The stock option vests as to 25% of the underlying shares of Common Stock on January 10, 2021, and with respect to the remaining shares in 36 equal monthly installments thereafter.

6. The stock option will vest and become exercisable with respect to 50% of the shares upon the achievement by the Issuer of a price per share that equals or exceeds $27.41, and with respect to the remaining shares upon the achievement by the Issuer of a price per share that equals or exceeds $36.54 between January 1, 2023 and June 30, 2023.

7. The stock option will vest and become exercisable upon the achievement by the Issuer of a price per share that equals or exceeds $33.00 between January 1, 2023 and June 30, 2023.

8. The stock option vests as to 25% of the underlying shares of Common Stock on January 6, 2022, and with respect to the remaining shares in 36 equal monthly installments thereafter.

9. The stock option vests as to 25% of the underlying shares of Common Stock on July 1, 2022, and with respect to the remaining shares in 12 equal quarterly installments thereafter.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Sarah Jordan	07/01/2021
	** Signature of Reporting Person	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 5 (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.

Exhibit 24

POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by EverCommerce (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of April 10, 2021.

	/s/ Sarah Jordan
	Sarah Jordan

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

	Eric Remer
	Matthew Feierstein
	Marc Thompson
	Lisa Storey