0000950170-24-008415.txt : 20240129 0000950170-24-008415.hdr.sgml : 20240129 20240129173045 ACCESSION NUMBER: 0000950170-24-008415 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240126 FILED AS OF DATE: 20240129 DATE AS OF CHANGE: 20240129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bennett Robert Paul CENTRAL INDEX KEY: 0001881869 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40835 FILM NUMBER: 24575074 MAIL ADDRESS: STREET 1: C/O ENGAGESMART, LLC STREET 2: 30 BRAINTREE HILL OFFICE PARK, SUITE 101 CITY: BRAINTREE STATE: MA ZIP: 02184 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EngageSmart, Inc. CENTRAL INDEX KEY: 0001863105 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30 BRAINTREE HILL OFFICE PARK STREET 2: SUITE 101 CITY: BRAINTREE STATE: MA ZIP: 02184 BUSINESS PHONE: (781) 848-3733 MAIL ADDRESS: STREET 1: 30 BRAINTREE HILL OFFICE PARK STREET 2: SUITE 101 CITY: BRAINTREE STATE: MA ZIP: 02184 FORMER COMPANY: FORMER CONFORMED NAME: EngageSmart, LLC DATE OF NAME CHANGE: 20210519 4 1 ownership.xml 4 X0508 4 2024-01-26 true 0001863105 EngageSmart, Inc. ESMT 0001881869 Bennett Robert Paul C/O ENGAGESMART, INC. 30 BRAINTREE HILL OFFICE PARK, SUITE 101 BRAINTREE MA 02184 true true false false Chief Executive Officer false Common Stock 2024-01-26 4 D false 859710 23.00 D 0 D Common Stock 2024-01-26 4 D false 809877 23.00 D 0 I The Robert P. Bennett 2020 Grantor Retained Annuity Trust Common Stock 2024-01-26 4 D false 1332000 23.00 D 0 I The Bennett Family 2020 Trust Restricted Stock Units 2024-01-26 4 D false 249352 D Common Stock 249352 0 D Option to Purchase Common Stock 5.67 2024-01-26 4 D false 427911 D Common Stock 427911 0 D This Form 4 reports securities disposed of under the Agreement and Plan of Merger (the "Merger Agreement"), dated October 23, 2023, among EngageSmart, Inc. (the "Company"), Icefall Parent, Inc. ("Parent"), and Icefall Merger Sub, LLC ("Merger Sub"), under which Merger Sub was merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Company ("Shares") was cancelled and converted into the right to receive $23.00 in cash (the "Per Share Price") without interest thereon. Each Company restricted stock unit ("Company RSUs") represented a contingent right to receive one Share upon vesting of the Company RSU. Under the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was cancelled and converted into the contingent right to receive from Parent or the Company a converted cash award (a "Converted Cash Award") with respect to an aggregate amount in cash equal in value to (A) the total number of Shares subject to such Company RSU immediately prior to the Effective Time multiplied by (B) the Per Share Price, which Converted Cash Award will remain subject to the same vesting terms and conditions of the corresponding Company RSU. Under the Merger Agreement, at the Effective Time, each option to purchase Shares (a "Company Option") that was reported in this Form 4 was cancelled and converted into the right to receive an amount (without interest) in cash equal in value to (A) the total number of Shares subject to such Company Option multiplied by (B) the excess, if any, of the Per Share Price over the exercise price per Share underlying such Company Option. /s/ Scott Semel, Attorney-in-Fact for Robert P. Bennett 2024-01-29