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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CLAIRVEST GROUP INC

(Last)

(First)

(Middle)

22 ST. CLAIR AVENUE EAST

SUITE 1700

(Street)

TORONTO

M4T 2S3

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Digital Media Solutions, Inc. [ DMS;DMS WS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/17/2020		C		17,937,954	A	⁽¹⁾	17,937,954	I	See footnotes⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	⁽¹⁾	07/17/2020		C			17,937,954	⁽¹⁾	⁽¹⁾	Class A Common Stock	17,937,954	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

CLAIRVEST GROUP INC

(Last)

(First)

(Middle)

22 ST. CLAIR AVENUE EAST

SUITE 1700

(Street)

TORONTO

M4T 2S3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Clairvest Equity Partners V Limited Partnership

(Last)

(First)

(Middle)

22 ST. CLAIR AVENUE EAST

SUITE 1700

(Street)

TORONTO

M4T 2S3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CEP V Co-Investment Limited Partnership

(Last)

(First)

(Middle)

22 ST. CLAIR AVENUE EAST

SUITE 1700

(Street)

TORONTO

M4T 2S3

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of the Issuer's Class C Common Stock ("Class C Common Stock") was convertible, at any time and at the option of the holder, into one share of the Issuer's Class A Common Stock ("Class A Common Stock").

2. Clairvest Group Inc. ("CG") indirectly owns 17,937,954 shares of the Class A Common Stock, which consist of (i) 11,879,938 shares directly owned by Clairvest Equity Partners V Limited Partnership ("CEP V"); and (ii) 6,058,016 shares directly owned by CEP V Co-Investment Limited Partnership ("CEP Co-Invest"). Each of CEP V and CEP Co-Invest is an indirect subsidiary of CG.

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

4. CG indirectly owned 17,937,954 shares of the Class C Common Stock, which consisted of (i) 11,879,938 shares directly owned by CEP V; and (ii) 6,058,016 shares directly owned by CEP Co-Invest.

Remarks:

	/s/ James H. Miller, Corporate Secretary of Clairvest Group Inc.	07/21/2020
	/s/ James H. Miller, Corporate Secretary of Clairvest Equity Partners V Limited Partnership	07/21/2020
	/s/ James H. Miller, Corporate Secretary of CEP V Co-Investment Limited Partnership	07/21/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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