0001140361-21-023244.txt : 20210701 0001140361-21-023244.hdr.sgml : 20210701 20210701193621 ACCESSION NUMBER: 0001140361-21-023244 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210701 FILED AS OF DATE: 20210701 DATE AS OF CHANGE: 20210701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thompson Marc Christopher CENTRAL INDEX KEY: 0001856562 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40575 FILM NUMBER: 211067649 MAIL ADDRESS: STREET 1: C/O EVERCOMMERCE INC. STREET 2: 3601 WALNUT STREET, SUITE 400 CITY: DENVER STATE: CO ZIP: 80205 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EverCommerce Inc. CENTRAL INDEX KEY: 0001853145 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 814063428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3601 WALNUT STREET STREET 2: SUITE 400 CITY: DENVER STATE: CO ZIP: 80205 BUSINESS PHONE: 720-647-4948 MAIL ADDRESS: STREET 1: 3601 WALNUT STREET STREET 2: SUITE 400 CITY: DENVER STATE: CO ZIP: 80205 3 1 form3.xml FORM 3 X0206 3 2021-07-01 0 0001853145 EverCommerce Inc. EVCM 0001856562 Thompson Marc Christopher C/O EVERCOMMERCE INC. 3601 WALNUT STREET, SUITE 400 DENVER CO 80205 true Chief Financial Officer Common Stock 532467 D Common Stock 35000 I By Family Trust Series B Preferred Stock Common Stock 290842 D Stock Option 9.1356 2030-01-09 Common Stock 574716 D Stock Option 9.1356 2030-01-09 Common Stock 1436791 D Stock Option 17 2031-06-29 Common Stock 68750 D The shares of Convertible Preferred Stock of EverCommerce Inc. (the "Issuer") are convertible at the option of the holder in accordance with the conditions specified in the certificate of incorporation of the Issuer and will automatically convert on a one-for-one basis into common stock of the Issuer upon the closing of the Issuer's initial public offering. The stock option will vest and become exercisable with respect to 50% of the shares upon the achievement by the Issuer of a price per share that equals or exceeds $27.41, and with respect to the remaining shares upon the achievement by the Issuer of a price per share that equals or exceeds $36.54 between January 1, 2023 and June 30, 2023. The stock option vests as to 25% of the underlying shares of Common Stock on January 10, 2021, and with respect to the remaining shares in 36 equal monthly installments thereafter. The stock option will vest as to 25% of the underlying shares of Common Stock on July 1, 2022, and with respect to the remaining shares in 12 equal quarterly installments thereafter. Exhibit 24 - Power of Attorney. /s/ Marc Thompson 2021-07-01 EX-24 2 brhc10026526_ex24.htm EXHIBIT 24
Exhibit 24
 
POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by EverCommerce (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:


 1.
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;


2.
execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;


3.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and


4.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of April 10, 2021.

 
/s/ Marc Thompson
  
 
Marc Thompson

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

Eric Remer
Matthew Feierstein
Marc Thompson
Lisa Storey