CLAIRVEST GROUP INC - 12 Apr 2024 Form 4 Insider Report for Digital Media Solutions, Inc.

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
16 Apr 2024, 16:06:43 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ James H. Miller, Corporate Secretary of Clairvest Group Inc.

Key filing fact

CLAIRVEST GROUP INC filed Form 4 for Digital Media Solutions, Inc. on 16 Apr 2024.

Key facts

  • This page summarizes CLAIRVEST GROUP INC's Form 4 filing for Digital Media Solutions, Inc..
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 16 Apr 2024, 16:06.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DMS;DMSWS transaction

Class A Common Stock

Other

Transaction value
Shares
+151,191
Change %
+13%
Price
Shares after
1,358,946
Date
12 Apr 2024
Ownership
See footnotes
Footnotes
F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DMS;DMSWS transaction Derivative

Units of Digital Media Solutions Holdings, LLC

Other

Transaction value
Shares
-151,191
Change %
-100%
Price
Shares after
0
Date
12 Apr 2024
Ownership
See footnote
Underlying class
Class A Common Stock
Underlying amount
151,191
Exercise price
Footnotes
F1, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 4 footnotes

Footnote F1

On April 12, 2024, 151,191 Class B common stock, par value $0.0001 per share, of the Issuer (the "Class B Common Stock") were retired upon redemption of 151,191 units of Digital Media Solutions Holdings, LLC, indirect subsidiary of the Issuer ("Units"), by CEP V-A DMS AIV Limited Partnership ("CEP V-A"). CEP V-A was issued 151,191 shares of Class A Common Stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") in exchange for the redemption and related retirement of the Class B Common Stock.

Footnote F2

Clairvest Group Inc. ("CG") indirectly owns 1,358,946 shares of the Class A Common Stock, which consist of (i) 796,357 shares directly owned by Clairvest Equity Partners V Limited Partnership ("CEP V"); (ii) 406,092 shares directly owned by CEP V Co-Investment Limited Partnership ("CEP Co-Invest"); and (iii) 151,191 shares directly owned by CEP V-A. Each of CEP V, CEP Co-Invest and CEP V-A is an indirect subsidiary of CG.

Footnote F3

The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

Footnote F4

Each 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 Class B Common Stock will be cancelled.

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