Scott Miller - Sep 1, 2021 Form 4 Insider Report for SharpSpring, Inc. (SHSP)

Signature
/s/ Scott Miller, for himself and as the Managing Member of the General Partner (for itself and on behalf of Greenhaven Fund 1, Greenhaven Fund 2 and the Investment Manager)
Stock symbol
SHSP
Transactions as of
Sep 1, 2021
Transactions value $
$0
Form type
4
Date filed
9/3/2021, 04:11 PM
Previous filing
Jul 23, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHSP Common stock Disposed to Issuer -674K -100% 0 Sep 1, 2021 By: Greenhaven Road Capital Fund 1, L.P. F1, F3
transaction SHSP Common stock Disposed to Issuer -691K -100% 0 Sep 1, 2021 reenhaven Road Capital Fund 1, L.P. F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SHSP Stock option (right to buy) Disposed to Issuer -16K -100% 0 Sep 1, 2021 Common stock 16K $10.42 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Scott Miller is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger dated June 21, 2021, by and among the registrant, Constant Contact, Inc. ("Parent"), a Delaware corporation, and Groove Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerSub"), as of the effective time of the merger of MergerSub with and into the registrant (the "Merger"), these shares of the registrant's common stock were canceled and converted to the right to receive $17.10 in cash per share (the "Per Share Merger Consideration").
F2 Each of the reporting person's unvested options vested immediately prior to the consummation of the Merger, and each outstanding vested stock option was subsequently canceled, with the reporting person entitled to receive a payment in cash, without interest, equal to the product of (i) the total number of shares subject to the cancelled stock option and (ii) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price per share subject to the cancelled company stock option.
F3 Greenhaven Road Capital Fund 1, L.P. ("Greenhaven Fund 1") is a private investment vehicle. Greenhaven Fund 1 directly owns the securities reported herein. Greenhaven Road Investment Management, LP (the "Investment Manager") is the investment manager of Greenhaven Fund 1. MVM Funds, LLC (the "General Partner") is the general partner of Greenhaven Fund 1 and the Investment Manager. Scott Miller is the controlling person of the General Partner. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any.
F4 Greenhaven Road Capital Fund 2, L.P. ("Greenhaven Fund 2") is a private investment vehicle. Greenhaven Fund 2 directly owns the securities reported herein. The Investment Manager is the investment manager of Greenhaven Fund 2. The General Partner is the general partner of Greenhaven Fund 2. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any.