United States securities and exchange commission logo

                            June 4, 2021

       Marc Thompson
       Chief Financial Officer
       EverCommerce Inc.
       3601 Walnut Street, Suite 400
       Denver, Colorado 80205

                                                        Re: EverCommerce Inc.
Statement on Form S-1
                                                            Filed May 28, 2021
                                                            File No. 333-256641

       Dear Mr. Thompson:

             We have reviewed your amended registration statement and have the
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our May
26, 2021 letter.

       Form S-1 filed May 28, 2021

       Summary Consolidated Financial and Operating Data, page 14

   1.                                                   We note that the
weighted-average common shares used in your pro forma per share
                                                        calculations has been
adjusted for the 571,474 restricted stock awards that vested in
                                                        connection with the
Series C preferred stock financing. Please tell us the amount of
                                                        compensation expenses
that was recorded upon such vesting and tell us your consideration
                                                        to include an
adjustment for such expense in the numerator for your pro forma per share
                                                        calculations. Also,
please clarify why the number of vested shares noted here differs from
                                                        the 553,341 shares as
disclosed in your subsequent event footnote disclosures.
 Marc Thompson
FirstName  LastNameMarc Thompson
EverCommerce   Inc.
June 4, 2021NameEverCommerce Inc.
June 4,
Page 2 2021 Page 2
FirstName LastName
2.       We note you revised the reconciliation of adjusted gross profit in
response to prior
         comment 5. However, you continue to present adjusted gross profit
without providing the
         comparable GAAP measure with equal or greater prominence specifically
on page 16 and
         page 63. Please revise. Refer to Question 102.10 of the non-GAAP
Management's Discussion and Analysis of Financial Condition and Results of
Comparison of the Years Ended December 31, 2019 and 2020, page 77

3.       We note your revised disclosures in response to prior comment 8.
Please further revise
         here to separate the $137.6 million impact from acquisitions on fiscal
2020 revenues
         between the acquisitions closed in each of 2019 and 2020.
Interim Consolidated Financial Statements
Note 11. Stock-Based Compensation, page F-62

4.       We note your response to prior comment 25 in your May 10, 2021 letter.
Please provide
         us with a breakdown of any additional equity awards granted since
March 31, 2021 and
         include the fair value of the underlying common stock used to value
such awards. Also,
         provide us with the estimated IPO price range and explain the reasons
for any significant
         differences between the mid-point of the price range and your recent
grants, including all
         grants made during fiscal 2021.

5.       We note that you highlight annual revenue, revenue CAGR and adjusted
EBITDA in your
         graphic disclosures while presenting net loss information in a
footnote disclosure. Please
         revise to provide a more balanced presentation of the company's
financial health by
         presenting net loss information with equal prominence to your other
measures. Also,
         revise to present the most comparable GAAP measure to adjusted EBITDA
with equal or
         greater prominence. Refer to Securities Act Forms C&DI 101.02 and
Question 102.10 of
         the non-GAAP C&DIs.
       You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.


                                                              Division of
Corporation Finance
                                                              Office of
cc:      Benjamin J. Cohen