UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.)
Digital Media Solutions, Inc.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.0001
(Title of Class of Securities)
25401G106
(CUSIP Number)
July 15, 2020
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Names of Reporting Persons
Lion Capital (Guernsey) Bridgeco Limited | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Guernsey | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
5,624,282 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
5,624,282 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,624,282 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
17.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| Item 1(a) | Name of Issuer |
Digital Media Solutions, Inc. (the “Issuer”)
| Item 1(b) | Address of the Issuer’s Principal Executive Offices |
4800 140th Avenue N., Suite 101
Clearwater, FL 33762
| Item 2(a) | Names of Persons Filing |
Lion Capital (Guernsey) Bridgeco Limited (the “Reporting Person”)
| Item 2(b) | Address of the Principal Business Office, or if none, Residence |
Trafalgar Court, Les Banques, St Peter Port, Guernsey
| Item 2(c) | Citizenship |
Guernsey
| Item 2(d) | Title of Class of Securities |
Class A Common Stock, $0.0001 par value per share (“Common Stock”)
| Item 2(e) | CUSIP Number |
25401G106
| Item 3 | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| ☐ | (a) Broker or Dealer registered under Section 15 of the Exchange Act. |
| ☐ | (b) Bank as defined in Section 3(a)(b) or the Exchange Act. |
| ☐ | (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| ☐ | (d) Investment company registered under Section 8 of the Investment Company Act. |
| ☐ | (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). |
| ☐ | (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). |
| ☐ | (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). |
| ☐ | (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| ☐ | (i) A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| ☐ | (j) A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii) (J). |
| ☐ | (k) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
| Item 4 | Ownership |
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
The Reporting Person acquired its shares of Common Stock from the Issuer in a private placement that was consummated on July 15, 2020. Subsequently on July 15, 2020, the Reporting Person sold 2,000,000 shares of Common Stock in a privately negotiated transaction.
The Reporting Person holds 5,624,282 shares of Common Stock, representing 17.4% of the Issuer’s Common Stock, based on 32,293,793 shares of Common Stock outstanding as of July 17, 2020, as reported by the Issuer in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 20, 2020.
The Reporting Person is controlled by a board of directors of three or more individuals. Each director has one vote, and the approval of a majority is required to approve an action of the Reporting Person. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regards to the Reporting Person. Based upon the foregoing analysis, no individual director of the Reporting Person exercises voting or dispositive control over any of the securities held by the Reporting Person.
| Item 5 | Ownership of Five Percent or Less of a Class |
Not Applicable
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable
| Item 8 | Identification and Classification of Members of the Group |
Not Applicable
| Item 9 | Notice of Dissolution of Group |
Not Applicable
| Item 10 | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 16, 2021 | Lion Capital (Guernsey) Bridgeco Ltd | |||||
| By: | /s/ Nick Barton | |||||
| Name: | Nick Barton | |||||
| Title: | Authorized Signatory | |||||