0001209191-20-055825.txt : 20201026
0001209191-20-055825.hdr.sgml : 20201026
20201026170548
ACCESSION NUMBER: 0001209191-20-055825
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201022
FILED AS OF DATE: 20201026
DATE AS OF CHANGE: 20201026
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CLAIRVEST GROUP INC
CENTRAL INDEX KEY: 0001117988
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38393
FILM NUMBER: 201261351
BUSINESS ADDRESS:
STREET 1: 22 ST. CLAIRE AVE.
STREET 2: SUITE 1700 M4T 253
CITY: TORONTO ONTARIO
MAIL ADDRESS:
STREET 1: 22 ST. CLAIRE AVE.
STREET 2: SUITE 1700 M4T 253
CITY: TORONTO ONTARIO
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Clairvest Equity Partners V Limited Partnership
CENTRAL INDEX KEY: 0001818007
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38393
FILM NUMBER: 201261352
BUSINESS ADDRESS:
STREET 1: 22 ST. CLAIR AVENUE EAST
STREET 2: SUITE 1700
CITY: TORONTO
STATE: A6
ZIP: M4T 2S3
BUSINESS PHONE: 416-925-9270
MAIL ADDRESS:
STREET 1: 22 ST. CLAIR AVENUE EAST
STREET 2: SUITE 1700
CITY: TORONTO
STATE: A6
ZIP: M4T 2S3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CEP V Co-Investment Limited Partnership
CENTRAL INDEX KEY: 0001817925
STATE OF INCORPORATION: A2
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38393
FILM NUMBER: 201261353
BUSINESS ADDRESS:
STREET 1: 22 ST. CLAIR AVENUE EAST
STREET 2: SUITE 1700
CITY: TORONTO
STATE: A6
ZIP: M4T 2S3
BUSINESS PHONE: 416-925-9270
MAIL ADDRESS:
STREET 1: 22 ST. CLAIR AVENUE EAST
STREET 2: SUITE 1700
CITY: TORONTO
STATE: A6
ZIP: M4T 2S3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CEP V-A DMS AIV Limited Partnership
CENTRAL INDEX KEY: 0001818005
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38393
FILM NUMBER: 201261354
BUSINESS ADDRESS:
STREET 1: 22 ST. CLAIR AVENUE EAST
STREET 2: SUITE 1700
CITY: TORONTO
STATE: A6
ZIP: M4T 2S3
BUSINESS PHONE: 416-925-9270
MAIL ADDRESS:
STREET 1: 22 ST. CLAIR AVENUE EAST
STREET 2: SUITE 1700
CITY: TORONTO
STATE: A6
ZIP: M4T 2S3
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Digital Media Solutions, Inc.
CENTRAL INDEX KEY: 0001725134
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 981399727
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4800 140TH AVENUE N.
STREET 2: SUITE 101
CITY: CLEARWATER
STATE: FL
ZIP: 33762
BUSINESS PHONE: (877) 236-8632
MAIL ADDRESS:
STREET 1: 4800 140TH AVENUE N.
STREET 2: SUITE 101
CITY: CLEARWATER
STATE: FL
ZIP: 33762
FORMER COMPANY:
FORMER CONFORMED NAME: Leo Holdings Corp.
DATE OF NAME CHANGE: 20171212
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-10-22
0
0001725134
Digital Media Solutions, Inc.
DMS;DMS WS
0001117988
CLAIRVEST GROUP INC
22 ST. CLAIR AVENUE EAST
SUITE 1700
TORONTO
A6
M4T 2S3
ONTARIO, CANADA
0
0
1
0
0001818007
Clairvest Equity Partners V Limited Partnership
22 ST. CLAIR AVENUE EAST
SUITE 1700
TORONTO
A6
M4T 2S3
ONTARIO, CANADA
0
0
1
0
0001817925
CEP V Co-Investment Limited Partnership
22 ST. CLAIR AVENUE EAST
SUITE 1700
TORONTO
A6
M4T 2S3
ONTARIO, CANADA
0
0
1
0
0001818005
CEP V-A DMS AIV Limited Partnership
22 ST. CLAIR AVENUE EAST
SUITE 1700
TORONTO
A6
M4T 2S3
ONTARIO, CANADA
0
0
1
0
Class A Common Stock
2020-10-22
4
J
0
98783
A
18036737
I
See footnotes
Units of Digital Media Solutions Holdings, LLC
2020-10-22
4
J
0
12421
A
Class A Common Stock
12421
2267854
I
See footnotes
The shares of the Issuer's Class A Common Stock ("Class A Common Stock") were issued pursuant to the post-closing adjustment provisions of the Issuer's Business Combination Agreement, dated April 23, 2020 (as amended, the "Business Combination Agreement"), in connection with the business combination which closed on July 15, 2020 (the "Business Combination").
Clairvest Group Inc. ("CG") indirectly owns 18,036,737 shares of the Class A Common Stock, which consist of (i) 11,945,360 shares directly owned by Clairvest Equity Partners V Limited Partnership ("CEP V"); and (ii) 6,091,377 shares directly owned by CEP V Co-Investment Limited Partnership ("CEP Co-Invest"). Each of CEP V and CEP Co-Invest is an indirect subsidiary of CG.
The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
Each unit of Digital Media Solutions Holdings, LLC, indirect subsidiary of the Issuer ("Unit"), may be redeemed by the holder for cash in an amount equal to the value of one share of the Class A Common Stock or, at the Issuer's option, the Issuer may acquire each Unit in exchange for one share of Class A Common Stock or the cash value thereof, in each case subject to certain restrictions. Upon a redemption or acquisition of such Units, an equal number of the Unit holder's non-economic, voting shares of the Issuer's Class B Common Stock will be cancelled.
The Units were issued pursuant to the post-closing adjustment provisions of the Business Combination Agreement in connection with the Business Combination.
CG indirectly owns 2,267,854 Units, which are owned directly by CEP V-A DMS AIV Limited Partnership, an indirect subsidiary of CG.
/s/ James H. Miller, Corporate Secretary of Clairvest Group Inc.
2020-10-26
/s/ James H. Miller, Corporate Secretary of Clairvest Equity Partners V Limited Partnership
2020-10-26
/s/ James H. Miller, Corporate Secretary of CEP V Co-Investment Limited Partnership
2020-10-26
/s/ James H. Miller, Corporate Secretary of CEP V-A DMS AIV Limited Partnership
2020-10-26