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 LLP | |||||
| 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
United Kingdom | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
| ||||
| 6. | Shared Voting Power
2,000,000 | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
2,000,000 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
6.2% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| 1. |
Names of Reporting Persons
Lyndon Lea | |||||
| 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
United Kingdom | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
| ||||
| 6. | Shared Voting Power
2,000,000 | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
2,000,000 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
6.2% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| 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 LLP (the “Manager”)
Lyndon Lea (together with the Manager, the “Reporting Persons”)
| Item 2(b) | Address of the Principal Business Office, or if none, Residence |
21 Grosvenor Place
London, SW1X 7HF
| Item 2(c) | Citizenship |
See responses to Item 4 on each of the cover pages of this Schedule 13G.
| 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). | ||
| ☒ | Not applicable | |||
| 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 Manager is the general partner of Lion Capital Fund IV, L.P., Lion Capital Fund IV-A, L.P., Lion Capital Fund IV (USD), L.P., Lion Capital Fund IV-A (USD), L.P., Lion Capital Fund IV SBS, L.P., and Lion Capital Fund IV SBS (USD), L.P. (collectively, the “Funds”). The Manager is controlled by Lyndon Lea.
The Funds acquired the shares of Common Stock in a privately negotiated transaction that was consummated on July 15, 2020.
The Funds hold an aggregate of 2,000,000 shares of Common Stock, representing 6.2% 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.
| 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 LLP | ||
| By: | /s/ Simon Brown | |
| Name: | Simon Brown | |
| Title: | Chief Operating Officer | |
| Lyndon Lea | ||
| /s/ Lyndon Lea | ||
Exhibit Index
| Exhibit No. |
Description | |
| Exhibit 99.1 |
Joint Filing Agreement, dated as of February 16, 2021, by and among Lion Capital LLP and Lyndon Lea. | |
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, par value $0.0001 per share, of Digital Media Solutions, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 16, 2021.
| Lion Capital LLP | ||
| By: | /s/ Simon Brown | |
| Name: | Simon Brown | |
| Title: | Chief Operating Officer | |
| Lyndon Lea | ||
| /s/ Lyndon Lea | ||