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.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Other
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Other
Additional SEC filing notes
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).
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.