| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/30/2021 |
3. Issuer Name and Ticker or Trading Symbol
EverCommerce Inc. [ EVCM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock , par value $0.00001 per share | 29,718,428 | I | See Footnotes (1), (2), (3) and (4).(1)(2)(3)(4) |
| Series A Convertible Preferred Stock | 43,597,665 | I | See Footnotes (1), (2), (3), (4) and (5).(1)(2)(3)(4)(5) |
| Series B Convertible Preferred Stock | 8,219,899 | I | See Footnotes (1), (2), (3), (4) and (5).(1)(2)(3)(4)(5) |
| Series C Convertible Preferred Stock | 3,928,571 | I | See Footnotes (1), (2), (3), (4) and (5).(1)(2)(3)(4)(5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents shares of 3,358,726 shares of common stock, 4,927,333 shares of Series A Convertible Preferred Stock, 1,942,359 shares of Series B Convertible Preferred Stock and 595,521 shares of Series C Convertible Preferred Stock held directly by Providence Strategic Growth II L.P. ("PSG II"); 2,564,410 shares of common stock, 3,762,052 shares of Series A Convertible Preferred Stock, 1,483,004 shares of Series B Convertible Preferred Stock and 454,684 shares of Series C Convertible Preferred Stock held directly by Providence Strategic Growth II-A L.P. ("PSG II-A"); 3,628,596 shares of common stock, 5,323,240 shares of Series A Convertible Preferred Stock, 2,098,425 shares of Series B Convertible Preferred Stock and 643,370 shares of Series C Preferred Stock held directly by Providence Strategic Growth III L.P. ("PSG III"); (CONTINUED IN NEXT FOOTNOTE) |
| 2. (CONTINUED FROM PREVIOUS FOOTNOTE) 1,174,692 shares of common stock, 1,723,302 shares of Series A Convertible Preferred Stock, 679,327 shares of Series B Convertible Preferred Stock and 208,280 shares of Series C Convertible Preferred Stock held directly by Providence Strategic Growth III-A L.P. ("PSG III-A"); and 18,992,005 shares of common stock, 27,861,738 shares of Series A Convertible Preferred Stock, 2,016,784 shares of Series B Convertible Preferred Stock and 2,026,716 shares of Series C Convertible Preferred Stock held directly by PSG PS Co-Investors L.P. ("PSG Co-Invest" and together with PSG II, PSG II-A, PSG III and PSG III-A, the "PSG Funds"). PSG Ultimate GP Managing Member L.L.C. ("PSG Managing Member") is the indirect managing member of the PSG Funds and holds voting and dispositive power over the shares of common stock held by the PSG Funds. (CONTINUED IN NEXT FOOTNOTE) |
| 3. (CONTINUED FROM PREVIOUS FOOTNOTE) The members of PSG Managing Member are controlled by each of Mark Hastings and Peter Wilde, respectively. Each of Mr. Hastings and Mr.Wilde disclaim beneficial ownership of any of the common stockheld by the PSG Funds, except to the extent of their pecuniary interest therein. The address for each of the entities referenced above, Mr. Hastings and Mr. Wilde is c/o Providence Strategic Growth Capital Partners L.L.C., 401 Park Drive, Suite 204, Boston, MA 02215. |
| 4. Solely for purposes of Section 16 of the Exchange Act, each reporting person may be deemed a "director by deputization". |
| 5. The shares of each series 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: |
| See Exhibit 24.1 - Power of Attorney |
| /s/ Aaron W. Fine | 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 24.1
POWER OF ATTORNEY
With respect to holdings of and transactions in securities issued by EverCommerce Inc. (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:
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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 l6(a) of the Securities
Exchange Act of 1934, as amended, or any rule or regulation of the SEC;
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| 2. |
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;
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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
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| 4. |
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 such
attorney-in-fact’s discretion.
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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 June 28, 2021.
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Signature:
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/s/ Peter O. Wilde
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Print Name:
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Peter O. Wilde
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Schedule A
Individuals Appointed as Attorney-In-Fact with Full Power of Substitution and Resubstitution
Marc C. Puglia
Aaaron W. Fine