United States securities and exchange commission logo

                            June 25, 2021

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

                                                        Re: EverCommerce Inc.
                                                            Amendment No. 1 to
Statement on Form S-1
                                                            Filed June 23, 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 June
4, 2021 letter.

       Amendment No. 1 to Form S-1

       Summary Consolidated Financial and Operating Data, page 16

   1.                                                   Given the numerous
items impacting your pro forma per share calculations, please revise
                                                        note (2) to provide a
reconciliation of the numerator and denominator for such
                                                        calculations. Also,
clarify whether the adjustments to the numerator have been tax
                                                        effected or revise
accordingly. Refer to Rule 11-02(b)(5) of Regulation S-X.
 Marc Thompson
FirstName  LastNameMarc Thompson
EverCommerce   Inc.
June       NameEverCommerce Inc.
     25, 2021
June 25,
Page 2 2021 Page 2
FirstName LastName
Risk Factors
"Our indebtedness could adversely affect our financial health and competitive
position...", page

2.       You state here that on a pro forma basis the aggregate principal
amount outstanding under
         your New Credit Facilities will be approximately $350 million and you
will have up to
         $190 million available under your New Revolver; however, according to
your Use of
         Proceeds disclosure, it appears that you anticipate using $79 million
of the New Revolver
         to repay a portion of the existing credit facilities. As such it would
appear that on a pro
         forma basis you will have $429 million outstanding under your New
Credit Facilities and
         $111 available under the New Revolver. Please revise your disclosures
as necessary or
         explain. Similar revisions, if necessary, should be made to your
liquidity disclosures.
Consolidated Financial Statements
Note 11. Stock-Based Compensation, page F-34

3.       We note your revised disclosures on page 120 regarding changes to the
vesting schedules
         for your performance-based options. Your disclosures here, however,
appear to only
         describe and address the vesting schedules for time-based options.
Please explain this
         apparent inconsistency and revise, as necessary, to include a
discussion of any outstanding
         performance-based awards and their related vesting schedules. Refer to
ASC 718-10-50-
Unaudited Interim Financial Statements
Note 11. Stock-Based Compensation, page F-62

4.       We note from your disclosures on page 93 that you reassessed the fair
value of equity
         awards granted during January, February and March 2021. It appears
that the weighted-
         average exercise price and weighted-average grant date fair value here
do not reflect the
         reassessed valuations. Accordingly, please revise to include a
discussion of such changes
         and the impact on your financial statements in a subsequent event
footnote. Refer to ASC
 Marc Thompson
FirstName  LastNameMarc Thompson
EverCommerce   Inc.
June       NameEverCommerce Inc.
     25, 2021
June 25,
Page 3 2021 Page 3
FirstName LastName
       You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
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 Technology
cc:      Benjamin J. Cohen