SEC Filing | EverCommerce Inc.

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Silver Lake Group, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2021

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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	⁽⁵⁾	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	⁽¹⁾	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	⁽¹⁾	60,829,042	I	Held through SLA CM Eclipse Holdings, L.P.⁽²⁾⁽⁴⁾
Common Stock	07/06/2021		C⁽⁵⁾		106,081	A	⁽¹⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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	$0.00	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	$0.00	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	$0.00	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	$0.00	0	I	Held through SLA Eclipse Co-Invest, L.P.⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Silver Lake Group, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLAA (GP), L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Silver Lake Alpine Associates, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SL Alpine Aggregator GP, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLA CM GP, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLA CM Eclipse Holdings, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLA Eclipse Co-Invest, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Osnoss Joseph

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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.

	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.	07/08/2021
	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
	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
	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
	By: /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C.	07/08/2021
	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
	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
	JOSEPH OSNOSS: /s/ Joseph Osnoss	07/08/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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