0000902664-20-003980.txt : 20201116 0000902664-20-003980.hdr.sgml : 20201116 20201116162726 ACCESSION NUMBER: 0000902664-20-003980 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201116 DATE AS OF CHANGE: 20201116 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: South Mountain Merger Corp. CENTRAL INDEX KEY: 0001774155 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 833780685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91052 FILM NUMBER: 201317429 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: (610) 592-7228 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Senator Investment Group LP CENTRAL INDEX KEY: 0001443689 IRS NUMBER: 262124641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 376-4305 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 p20-2012sc13g.htm 20-2012 SOUTH MOUNTAIN MERGER CORP.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
 

South Mountain Merger Corp.

(Name of Issuer)
 

Class A common stock, $0.0001 par value per share

(Title of Class of Securities)
 

838884104

(CUSIP Number)
 

November 5, 2020

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No.  83888410413GPage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

SENATOR INVESTMENT GROUP LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,400,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,400,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,400,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.6%

12

TYPE OF REPORTING PERSON

IA, PN

         

 

CUSIP No.  83888410413GPage 3 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

DOUGLAS SILVERMAN

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,400,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,400,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,400,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.6%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No.  83888410413GPage 4 of 8 Pages

 

 

Item 1(a). NAME OF ISSUER
   
  South Mountain Merger Corp. (the “Issuer”)
   

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
 

767 Fifth Avenue, 9th Floor

New York, NY 10153

 

Item 2(a). NAME OF PERSON FILING
   
  Senator Investment Group LP (“Senator Investment Group”) serves as investment manager to various investment funds (collectively, the “Funds”), and as such, has investment discretion with respect to the Funds. Douglas Silverman (“Mr. Silverman,” together with Senator Investment Group, the “Reporting Persons”) has control of a Delaware limited liability company that may be deemed to control Senator Investment Group.
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock (as defined below) reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The principal office of each of the Reporting Persons is:
   
  c/o Senator Investment Group LP
  510 Madison Avenue
  28th Floor
  New York, NY 10022

 

Item 2(c). CITIZENSHIP
   
  Senator Investment Group LP is a Delaware limited partnership. Mr. Silverman is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Class A common stock, $0.0001 par value per share

 

Item 2(e). CUSIP NUMBER
  838884104
   

 

 

CUSIP No.  83888410413GPage 5 of 8 Pages

 

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
       
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
       
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
       
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
       
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
       
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________________

 

Item 4. OWNERSHIP
   
   
  Senator Investment Group, LP
  (a) Amount of beneficially owned: 1,400,000
     
  (b) Percent of class: 5.6%
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote:  0
       
    (ii) Shared power to vote or to direct the vote:  1,400,000
       
    (iii) Sole power to dispose or to direct the disposition of:  0
       
    (iv) Shared power to dispose or to direct the disposition of:  1,400,000
   
   

 

CUSIP No.  83888410413GPage 6 of 8 Pages

 

 

  Mr. Silverman
  (a) Amount of beneficially owned: 1,400,000
     
  (b) Percent of class: 5.6%
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote:  0
       
    (ii) Shared power to vote or to direct the vote:  1,400,000
       
    (iii) Sole power to dispose or to direct the disposition of:  0
       
    (iv) Shared power to dispose or to direct the disposition of: 1,400,000

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  The partners and shareholders of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities reported herein held by the Funds in accordance with their respective ownership interests in the Funds.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  By signing below each of the Reporting Persons certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
   

 

 

 

CUSIP No.  83888410413GPage 7 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATE: as of November 16, 2020

 

  SENATOR INVESTMENT GROUP LP
   
  /s/ Evan Gartenlaub
  Name: Evan Gartenlaub
  Title: General Counsel
   
   
   
  /s/ Evan Gartenlaub as Attorney-in-Fact*
  DOUGLAS SILVERMAN

 

* Pursuant to a Power of Attorney attached to the Schedule 13G filed by the Reporting Persons on April 24, 2013.

 

 

CUSIP No.  83888410413GPage 8 of 8 Pages

 

Exhibit 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: as of November 16, 2020

 

  SENATOR INVESTMENT GROUP LP
   
  /s/ Evan Gartenlaub
  Name: Evan Gartenlaub
  Title: General Counsel
   
   
   
  /s/ Evan Gartenlaub as Attorney-in-Fact*
  DOUGLAS SILVERMAN

 

 

* Pursuant to a Power of Attorney attached to the Schedule 13G filed by the Reporting Persons on April 24, 2013.