Page No.
ABOUT THIS PROSPECTUS	ii
MARKET, RANKING AND OTHER INDUSTRY DATA	iii
TRADEMARKS, SERVICE MARKS AND TRADE NAMES	iii
SELECTED DEFINITIONS	iv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	viii
PROSPECTUS SUMMARY	1
THE OFFERING	4
RISK FACTORS	5
USE OF PROCEEDS	32
DIVIDEND POLICY	32
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION	33
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION	36
BUSINESS COMBINATION	37
BUSINESS	42
DMS’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	49
DIRECTOR AND EXECUTIVE COMPENSATION	75
MANAGEMENT	88
DESCRIPTION OF SECURITIES	92
SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES	103
BENEFICIAL OWNERSHIP OF SECURITIES	105
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	106
SELLING HOLDERS	109
PLAN OF DISTRIBUTION	111
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	113
LEGAL MATTERS	116
EXPERTS	116
CHANGE IN AUDITOR	116
WHERE YOU CAN FIND MORE INFORMATION	117
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

•

“Amended and Restated Registration Rights Agreement” are to the amended and restated registration rights agreement entered into by DMS, Prism, Clairvest Direct Seller, Blocker Seller 1, Blocker Seller 2, Sponsor PIPE Entity and the Independent Directors at Closing;

•

“Amended Partnership Agreement” are to the amended and restated limited liability company agreement of DMSH entered into by DMS, DMSH, Prism, Clairvest Direct Seller, Blocker Corp and the Prism members at Closing;

•

“Amended and Restated Warrant Agreement” are to the amended and restated warrant agreement entered into by DMS and Continental at Closing;

•

“Blocker Corp” are to CEP V DMS US Blocker Company, a Delaware corporation;

•

“Blocker Seller 1” are to Clairvest Equity Partners V Limited Partnership, an Ontario, Canada limited partnership;

•

“Blocker Seller 2” are to CEP V Co-Investment Limited Partnership, a Manitoba, Canada limited partnership;

•

“Blocker Sellers” are to Blocker Seller 1 and Blocker Seller 2;

•

“Board” are to the board of directors of DMS;

•

“Business Combination” are to the transactions contemplated by the Business Combination Agreement, collectively;

•

“Business Combination Agreement” are to Business Combination Agreement, dated as of April 23, 2020 by and among Leo, DMS, Blocker Corp, Sellers, Clairvest GP Manageco Inc., an Ontario corporation as a Seller Representative, and, solely for the limited purposes set forth therein, Sponsor.

•

“Business Combination Consideration” are to a combination of cash consideration, the Seller Warrants, shares of Class B Common Stock and shares of Class C Common Stock;

•

“Bylaws” are to the bylaws of DMS which were made effective upon the Domestication;

•

“Certificate of Incorporation” are to the certificate of incorporation of DMS which was made effective upon the Domestication;

•

“Clairvest” are to Clairvest Group Inc., an Ontario corporation;

•

“Clairvest Direct Seller” are to CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership;

•

“Class A Common Stock” are to the Class A common stock, par value $0.0001 per share, of DMS;

•

“Class B Common Stock” are to the Class B common stock, par value $0.0001 per share, of DMS, which have no economic value but entitle the holder thereof to one vote per share and, in accordance with the Certificate of Incorporation, will be retired on a one-for-one basis upon the redemption of any DMS Units held by Prism or Clairvest Direct Seller in accordance with the Amended Partnership Agreement;

•

“Class C Common Stock” are to the Class C common stock, par value $0.0001 per share, of DMS, which are convertible into shares of Class A Common Stock in accordance with the Certificate of Incorporation on a one-to-one basis;

•

“Class A ordinary shares” are to the Class A ordinary shares, par value $0.0001 per share, of DMS;

•

“Class B ordinary shares” or “Founder Shares” are to the 5,000,000 Class B ordinary shares, par value $0.0001 per share, of Leo (of which 1,924,282 Class B ordinary shares were surrendered and forfeited pursuant to the Surrender Agreement described in this registration statement);

•

“Closing” are to the closing of the Business Combination;

•

“Continental” are to Continental Stock Transfer & Trust Company;

•

“Converted Founder Shares” are to the shares of Class A Common Stock issued as a matter of law upon the conversion of the Class B ordinary shares at the time of the Domestication;

•

“Conversion” are to the conversion by Blocker Sellers of the shares of Class C Common Stock issued to them in the Business Combination into shares of Class A Common Stock, on a one-for-one basis, in accordance with the Certificate of Incorporation that was effective as of immediately prior to the close of business on July 17, 2020;

•

“Conversion Shares” are to the 17,937,954 shares of Class A Common Stock that were issued to the Blocker Sellers in connection with the Conversion;

•

“Credit Facility” are to the Credit Agreement, dated July 3, 2018, by and among DMS, DMS LLC, each of its affiliates party thereto, various financial institutions part thereto and Monroe Capital Management Advisors, LLC, as Administrative Agent and Lead Arranger;

•

“Crisp Results Purchase Agreement” are to the asset purchase agreement, dated as of April 1, 2021, by and among DMS, Inc., Edge Marketing, LLC, a Delaware LLC, Crisp Marketing LLC, a Florida LLC,  Union Health, LLC a Florida LLC and Justin Ferreira as Seller Representative, in connection with the Crisp Results Acquisition;

•

“Crisp Results Shares” are to the 1,595,100 shares of Class A Common Stock that were issued to the Crisp Results sellers in connection with the Crisp Results Acquisition;

•

“Director Nomination Agreement” are to the director nomination agreement to entered into by DMS, Sponsor, Sponsor PIPE Entity, Clairvest and Prism at the Closing;

•

“DMS” are to Digital Media Solutions, Inc., a Delaware corporation, and its consolidated subsidiaries;

•

“DMS Common Stock” are collectively to Class A Common Stock, Class B Common Stock and Class C Common Stock;

•

“DMS LLC” are to Digital Media Solutions, LLC, a Delaware limited liability company;

•

“DMS Units” are to the membership interests in DMSH;

•

“DMSH” are to Digital Media Solutions Holdings, LLC, a Delaware limited liability company;

•

“Domestication” are to the domestication of Leo Holdings Corp. as a corporation incorporated in the State of Delaware;

•

“initial public offering” are to Leo’s initial public offering that was consummated on February 15, 2018;

•

“IPO registration statement” are to the Registration Statement on Form S-1 (333-222599) filed by Leo in connection with its initial public offering and declared effective by the SEC on February 12, 2018;

•

“Leo” are to Leo Holdings Corp. prior to the Domestication;

•

“Leo Independent Directors” are to Mss. Bush and Minnick, and Mr. Bensoussan;

•

“Leo private placement warrants” are to the 4,000,000 private placement warrants of Leo (of which 2,000,000 Leo private placement warrants were surrendered and forfeited pursuant to the Surrender Agreement described in this prospectus), which were automatically converted by operation of law, on a one-for-one basis without giving effect to any rights of adjustment or other anti-dilution protections which adjustment and protections were waived by the holders of the Class B ordinary shares pursuant to the Surrender Agreement, into warrants to acquire shares of Class A Common Stock in the Domestication;

•

“Lion Capital” are to Lion Capital, LLP, an affiliate of Sponsor;

•

“Non-Blocker Member” are to any individual or entity (other than Blocker Corp) that is, from time to time, admitted to DMSH as a member pursuant to the Delaware Limited Liability Company Act and the Amended Partnership Agreement and that has not ceased to be a member of DMSH pursuant to the Delaware Limited Liability Company Act and the Amended Partnership Agreement;

•

the outstanding Class A Common Stock “on an as-redeemed basis” are to the number of shares of Class A Common Stock that would be outstanding assuming all DMS Units held by Prism, Clairvest Direct Seller and the SmarterChaos sellers were acquired upon a Redemption by DMS for shares of Class A Common Stock in accordance with the Amended Partnership Agreement;

•

“ordinary shares” are to the Class A ordinary shares and the Class B ordinary shares, collectively;

•

“PIPE Investment” are to the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors collectively committed to subscribe for the PIPE Shares for an aggregate purchase price equal to $100.0 million, which were consummated substantially concurrently with the Closing;

•

“PIPE Investors” are to the qualified institutional buyers and accredited investors (including Sponsor PIPE Entity) that received the PIPE Shares in the PIPE Investment;

•

“PIPE Shares” are to the 10,424,282 shares of Class A Common Stock that were issued to the PIPE Investors in connection with the PIPE Investment;

•

“Prism” are to Prism Data, LLC, a Delaware limited liability company;

•

“Private Placement Warrants” are to the 2,000,000 warrants of DMS issued as a matter of law upon the conversion at the time of the Domestication of the Leo private placement warrants and the Seller Warrants;

•

“pro forma” are to giving pro forma effect to the Business Combination;

•

“Public Warrants” are to the 10,000,000 warrants of DMS issued as a matter of law upon the conversion at the time of the Domestication of the public warrants that were offered and sold by Leo as part of units in its initial public offering and registered pursuant to the IPO registration statement;

•

“PushPros Purchase Agreement” are to the purchase agreement, dated as of February 1, 2021, by and among DMS, Blocker Corp, DMS LLC, PushPros, Inc., a Texas corporation, and the PushPros sellers party thereto in connection with the PushPros Acquisition;

•

“Redemption” are to an acquisition made pursuant to the Amended Partnership Agreement by DMS of DMS Units in exchange for Class A Common Stock on a one-for-one basis (subject to customary conversion rate adjustments, including for stock splits, stock dividends and reclassifications);

•

“Redemption Shares” are to shares of Class A Common Stock issued in connection with a Redemption;

•

“SEC” are to the Securities and Exchange Commission;

•

“Sellers” are to Prism, Clairvest Direct Seller and Blocker Sellers;

•

“Seller Warrants” are to the 2,000,000 warrants issued to Sellers as part of the Business Combination Consideration and pursuant to the Amended and Restated Warrant Agreement;

•

“SmarterChaos Purchase Agreement” are to the membership interest purchase and contribution agreement, dated as of July 1, 2020, by DMSH, DMS LLC and the SmarterChaos sellers party thereto in connection with the SmarterChaos/She Is Media Acquisition;

•

“Surrender Agreement” are to the Amended and Restated Sponsor Shares and Warrant Surrender Agreement, dated as of June 22, 2020, entered into by Leo, the Sponsor and the Leo Independent Directors;

•

“Sponsor” are to Leo Investors Limited Partnership, a Cayman Islands exempted limited partnership;

•

“Sponsor PIPE Entity” are to Lion Capital (Guernsey) Bridgeco Limited, a company organized under the laws of Guernsey;

•

“Subscription Agreements” are to the subscription agreements, entered into by Leo and each of the PIPE Investors in connection with the PIPE Investment;

•

“Tax Receivable Agreement” are to the tax receivable agreement entered into by DMS, Blocker Corp and the Sellers at the Closing; and

•

“Trust Account” are to the trust account established at the consummation of Leo’s initial public offering at JP Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee.

•

the COVID-19 pandemic or other public health crises;

•

changes in client demand for our services and our ability to adapt to such changes;

•

the entry of new competitors in the market;

•

the ability to maintain and attract consumers and advertisers in the face of changing economic or competitive conditions;

•

the ability to maintain, grow and protect the data DMS obtains from consumers and advertisers;

•

the performance of DMS’s technology infrastructure;

•

the ability to protect DMS’s intellectual property rights;

•

the ability to successfully source and complete acquisitions and to integrate the operations of companies DMS acquires, including the recent Crisp Results Acquisition, PushPros Acquisition and SmarterChaos/She Is Media Acquisition (each as defined herein);

•

the ability to improve and maintain adequate internal controls over financial and management systems, and remediate the identified material weakness;

•

changes in applicable laws or regulations and the ability to maintain compliance;

•

our substantial levels of indebtedness;

•

volatility in the trading price on the New York Stock Exchange (“NYSE”) of our common stock and warrants; and

•

other risks and uncertainties indicated from time to time in DMS’s filings with the SEC, including those described herein under the heading “Risk Factors.”

•

Brand-Direct Solutions – Our brand-direct solutions are customized pay-for-performance digital advertising campaigns that connect one consumer to one advertiser client, with ads and other creative elements braded based on the advertiser client’s specifications. DMS leverages its first-party database to target high-intent consumers and provides end-to-end capabilities to deliver customers and near customers to the advertiser client.

•

Marketplace Solutions – Our marketplace solutions represent one-to-many campaigns by which one consumer is connected to multiple relevant advertiser clients with ads and creative elements branded to match DMS marketplaces. Within marketplace campaigns, consumer audiences are attracted to DMS-owned websites relevant to specific verticals (i.e., insurance and home services), and then relevant advertiser client offers are presented to those consumers. Leveraging DMS first-party data, consumer audiences are converted to customers and near customers.

•

Other – Our other solutions include the white-labeling of DMS proprietary technology to enable DMS advertiser clients to manage, optimize and track campaigns. We believe, our SaaS technology creates sticky relationships due to the embedded nature of this technology within our client marketing processes. The exclusive, long-term contractual relationships for our SaaS technology lead to our high ability to cross-sell solutions.

Shares of Class A Common Stock potentially offered by the Selling Holders	3,436,767 shares
Use of Proceeds	We will not receive any proceeds from the sale of the Class A Common Stock to be offered by the Selling Holders.
Lock-up Agreements	Each of the DMS Units issued to the SmarterChaos sellers pursuant to the SmarterChaos Purchase Agreement in connection with the SmarterChaos/She Is Media Acquisition, certain of the shares of Class A Common Stock issued to the PushPros sellers pursuant to the PushPros Purchase Agreement in connection with the PushPros Acquisition and certain of the shares of Class A Common Stock issued to the Crisp Results sellers pursuant to the Crisp Results Purchase Agreement in connection with the Crisp Results Acquisition are subject to certain restrictions on transfer until the termination of the applicable lock-up periods. See “Securities Act Restrictions on Resale of Securities—Lock-up Agreements” for further discussion.
NYSE Ticker Symbols	“DMS”

•

changes in client demand for our services and our ability to adapt to such changes;

•

we participate in a highly competitive market, and the entry of new competitors in the market;

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the ability to maintain and attract consumers and advertiser in the face of changing economic or competitive conditions;

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dependence on search engines, display advertising, social media, email, and content-based online advertising and other online sources to attract consumers;

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if our messages are not delivered and accepted or are routed by messaging providers less favorably than other messages, or if our sites are not accessible or treated disadvantageously by internet service providers;

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the ability to maintain, grow and protect the data DMS obtains from consumers and advertisers;

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the performance of DMS technology infrastructure;

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the ability to successfully source and complete acquisitions and to integrate the operations of companies DMS acquires, including the recent Crisp Results Acquisition, PushPros Acquisition and SmarterChaos/She Is Media Acquisition;

•

our substantial levels of indebtedness, and maintaining covenants under the credit facilities;

•

litigation could distract management, increase our expenses or subject us to material money damages and other remedies;

•

the change in fair value of our Private Placement Warrants at each reporting period and the potential that such change may adversely affect our net income (loss) in our consolidated statements of earnings (loss); and

•

dependence on key personnel to operate our business, and our management team has limited experience managing a public company.

•

the ability to protect DMS intellectual property rights; and

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we may face litigation and liability due to claims of infringement of third-party intellectual property rights.

•

our businesses are heavily regulated, and are subject to a variety of international, federal, state, and local laws;

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Federal, state and international laws regulating telephone and messaging marketing practices impose certain obligations on advertisers, which could reduce our ability to expand our business; and

•

changes in applicable laws or regulations and the ability to maintain compliance.

•

we are a holding company and our only material asset is our indirect interest in DMS, and we are accordingly dependent upon DMS distributions;

•

we are required under the Tax Receivable Agreement to make payments to the Majority Shareholders (as defined below) in respect of certain tax benefits and certain refunds of pre-Closing taxes of DMS and Blocker Corp, and such payments may be substantial;

•

the ability to improve and maintain adequate internal controls over financial and management systems;

•

our large shareholders have significant influence over us;

•

volatility in the trading price on NYSE of our common stock and warrants; and

•

fluctuations in value of our private placement warrants.

•

the ability of our advertisers to earn an attractive return on investment from their spending with us;

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our ability to increase the number of consumers using our marketplaces and brand direct solutions;

•

our ability to compete effectively with other media for advertising spending; and

•

our ability to keep pace with changes in technology and the practices and offerings of our competitors.

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our ability to maintain marketplaces and brand direct solutions for consumers and advertisers that efficiently captures user intent and effectively delivers relevant information to each individual consumer;

•

our ability to continue to innovate and improve our marketplaces and our brand direct solutions;

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our ability to launch new vertical offerings that are effective and have a high degree of consumer and advertiser engagement;

•

our ability to maintain the compatibility of our mobile applications with operating systems, such as iOS and Android, and with popular mobile devices running such operating systems; and

•

our ability to access a sufficient amount of data to enable us to provide relevant information to consumers. If the use of our marketplaces and brand direct solutions declines or does not continue to grow, our business and operating results would be harmed.

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increase the number of consumers using our marketplaces and brand direct solutions;

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maintain and expand the number of advertisers that use our marketplaces and brand direct solutions or our revenue per provider;

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further improve the quality of our marketplaces and brand direct solutions, and introduce high-quality new products;

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increase the number of shoppers acquired by advertisers on our marketplaces and brand direct solutions;

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timely adjust marketing expenditures in relation to changes in demand for the underlying products and services offered by our advertisers;

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maintain brand recognition and effectively leverage our brand; and

•

attract and retain management and other skilled personnel for our business. Our revenue growth rates may also be limited if we are unable to achieve high market penetration rates as we experience increased competition. If our revenue or revenue growth rates decline, investors’ perceptions of our business may be adversely affected and the market price of our common stock could decline.

•

regulatory hurdles;

•

failure of anticipated benefits to materialize;

•

diversion of management time and focus from operating our business to addressing acquisition integration challenges;

•

coordination of technology, research and development, and sales and marketing functions;

•

transition of the acquired company’s consumers and data to our marketplaces and brand direct solutions;

•

retention of employees from the acquired company;

•

cultural challenges associated with integrating employees from the acquired company into our organization;

•

integration of the acquired company’s products or technology;

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integration of the acquired company’s accounting, management information, human resources and other administrative systems;

•

the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies;

•

potential write-offs of intangibles or other assets acquired in such transactions that may have an adverse effect on our operating results in a given period;

•

acquisitions targets may participate in markets, jurisdictions and verticals where our lack of experience makes an immediate assessment of, and preparation for, possible risk difficult;

•

potential liabilities for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and

•

litigation or other claims in connection with the acquired company, including claims from terminated employees, consumers, former stockholders or other third parties.

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requiring us to dedicate a portion of our cash resources to the payment of interest and principal, reducing money available to fund working capital, capital expenditures, product development and other general corporate purposes;

•

increasing our vulnerability to adverse changes in general economic, industry and market conditions;

•

subjecting us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing;

•

limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and

•

placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.

•

sell assets or make changes to the nature of our business;

•

engage in mergers or acquisitions;

•

incur, assume or permit additional indebtedness;

•

make restricted payments, including paying dividends on, repurchasing, redeeming or making distributions with respect to our capital stock;

•

make specified investments;

•

engage in transactions with our affiliates; and

•

make payments in respect of subordinated debt.

•

the requirement that a majority of its board of directors consist of independent directors;

•

the requirement that the board have a nominating and governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

the requirement that the board have a compensation committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

•

changes in the industries in which the Company and its customers operate;

•

variations in its operating performance and the performance of its competitors in general;

•

actual or anticipated fluctuations in the Company’s quarterly or annual operating results;

•

material and adverse impact of the COVID-19 pandemic on the markets and the broader global economy;

•

the public’s reaction to the Company’s press releases, its other public announcements and its filings with the SEC;

•

additions and departures of key personnel;

•

changes in laws and regulations affecting its business;

•

commencement of, or involvement in, litigation involving the Company;

•

changes in the Company’s capital structure, such as future issuances of securities or the incurrence of additional debt; and

•

the volume of shares of Class A Common Stock or Warrants available for public sale.

•

our existing stockholders’ proportionate ownership interest in us will decrease;

•

the amount of cash available per share, including for payment of dividends in the future, may decrease;

•

the relative voting strength of each previously outstanding share of Class A Common Stock may be diminished; and

•

the market price of our shares of Class A Common Stock may decline.

		(a) DMS Inc.				Pro Forma Transaction Accounting Adjustments				Pro Forma DMS Inc.
Net revenue		$	332,856			$	—			$	332,856
Cost of revenue			234,731				—				234,731
Salaries and related costs			33,386				3,022	(b)			36,408
General and administrative expenses			30,020				(108)	(c)			29,912
Acquisition costs			4,814				(2,371)	(d)			2,443
Depreciation and amortization			17,954				—				17,954
Income (loss) from operations		$	11,951			$	(543	)		$	11,408
Interest expense			13,740				—				13,740
Change in fair value of warrant liabilities			8,840				—				8,840
Net income (loss) before income taxes		$	(10,629	)		$	(543)	(e)		$	(11,172	)
Income tax expense			3,085				(478	)			2,607
Net income (loss)		$	(13,714	)		$	(65	)		$	(13,779	)
Net income (loss) attributable to non-controlling interest			(5,018	)			(846)	(f)		$	(5,864	)
Net income (loss) attributable to Digital Media Solutions, Inc.		$	(8,696	)		$	(781)	(g)		$	(7,915	)
Earnings (loss) per share attributable to Digital Media Solutions, Inc.:
Basic and diluted		$	(0.23	)				(h)		$	(0.24	)
Weighted-average shares outstanding - basic and diluted			32,335								32,335

(a)

Represents the DMS Inc. historical audited consolidated statement of operations for the year ended December 31, 2020.

(b)

Represents compensation for eligible directors under the Director Compensation Program for the period prior to the closing of the Business Combination on July 15, 2020, which consists of $0.5 million related to retainer fees, cash and stock-based compensation expenses associated with the grant of 65,000 RSUs. Additionally, the aggregate compensation for executives and employees which consists of $2.5 million in shares associated with the grant of 574,000 options and 1,245,000 RSUs prior to the closing of the DMS Inc. Business Combination.

(c)

Represents an $0.1 million adjustment to exclude Investor Management Fees which the Company would not have incurred as a publicly traded company and which are not expected to occur in the future.

(d)

Represents $2.4 million related to SPAC transaction costs recorded in the Business Combination.

(e)

Represents income tax adjustment which decreased income tax expense by $0.5 million.  This change is due to the allocation of the full year taxable losses from DMS LLC to DMS Inc. which resulted in a change of $0.5 million of income tax expense at DMS Inc.

(h)

Represents the basic and diluted net loss per share as a result of the pro forma adjustments for the year ended December 31, 2020.

•

pursuant to the Surrender Agreement, Sponsor surrendered and forfeited to Leo 2,000,000 warrants to purchase Class A ordinary shares and, together with certain other holders, 1,924,282 Class B ordinary shares;

•

Leo filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed the Certificate of Incorporation, and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Leo was domesticated and continues as a Delaware corporation, changing its name to “Digital Media Solutions, Inc.” and, in connection with the Domestication, the following transactions occurred:

•

the issued and outstanding Class A ordinary shares converted automatically by operation of law, on a one-for-one basis, into shares of Class A Common Stock;

•

the issued and outstanding Class B ordinary shares converted automatically by operation of law, on a one-for-one basis without giving effect to any rights of adjustment or other anti-dilution protections, into shares of Class A Common Stock;

•

the issued and outstanding redeemable warrants that were registered pursuant to the Registration Statement on Form S-1 (File No. 333-222599) of Leo became automatically redeemable warrants to acquire shares of Class A Common Stock;

•

each issued and outstanding unit of Leo that had not been previously separated into the underlying Class A ordinary share and underlying warrant upon the request of the holder thereof was cancelled and the holder thereof became entitled to one share of Class A Common Stock and one-half of one redeemable warrant to acquire one share of Class A Common Stock; and

•

the issued and outstanding warrants of Leo to purchase Class A ordinary shares that were issued in a private placement automatically became warrants to acquire shares of Class A Common Stock;

•

the Company consummated the PIPE Investment;

•

the Company paid $30,000,000 to DMS to be used as cash on the DMS balance sheet;

•

the Company paid $10,000,000 to DMS, which DMS used to pay down outstanding indebtedness under the Credit Facility; and

•

the Company purchased all of the issued and outstanding common stock of Blocker Corp and a portion of the DMS Units held by Prism and Clairvest Direct Seller (which DMS Units were then immediately contributed to the capital of Blocker Corp), in exchange for the following aggregate consideration to the Sellers:

•

$57,255,217.33 in cash;

•

the Seller Warrants;

•

25,857,070 shares of Class B Common Stock; and

•

17,937,954 shares of Class C Common Stock.

•

recapitalize DMS such that, as of immediately following the consummation of the Business Combination, Prism and Clairvest Direct Seller collectively owed 25,857,070 of the outstanding DMS Units and Blocker Corp owned 32,293,793 of the outstanding DMS Units; and

•

provide Clairvest Direct Seller and Prism the right to redeem their DMS Units for cash or, at the Company’s option, the Company may acquire such DMS Units (which DMS Units are expected to be contributed to Blocker Corp) in exchange for cash or Redemption Shares, in each case subject to certain restrictions set forth therein.

1.

two individuals to be nominated for election to Board, one of whom shall be independent under the applicable rules of the NYSE, for so long as Clairvest and Prism collectively Beneficially Own (as defined in the Director Nomination Agreement) or control, directly or indirectly, at least 40% of the total number of issued and outstanding shares of Class A Common Stock, Class B common stock and Class C common stock all considered together as a single class (the “Voting Interests”); or

2.

one individual to be nominated for election to the Board for so long as Clairvest Beneficially Owns or controls, directly or indirectly, at least 8% of the total number of Voting Interests issued and outstanding.

•

Brand-Direct Solutions – Our brand-direct solutions are customized pay-for-performance digital advertising campaigns that connect one consumer to one advertiser client, with ads and other creative elements braded based on the advertiser client’s specifications. DMS leverages its first-party database to target high-intent consumers and provides end-to-end capabilities to deliver customers and near customers to the advertiser client.

•

Marketplace Solutions – Our marketplace solutions represent one-to-many campaigns by which one consumer is connected to multiple relevant advertiser clients with ads and creative elements branded to match DMS marketplaces. Within marketplace campaigns, consumer audiences are attracted to DMS-owned websites relevant to specific verticals (i.e., insurance and home services), and then relevant advertiser client offers are presented to those consumers. Leveraging DMS first-party data, consumer audiences are converted to customers and near customers.

•

Other – Our other solutions include the white-labeling of DMS proprietary technology to enable DMS advertiser clients to manage, optimize and track campaigns. We believe, our SaaS technology creates sticky relationships due to the embedded nature of this technology within our client marketing processes. The exclusive, long-term contractual relationships for our SaaS technology lead to our high ability to cross-sell solutions.

Name		Age		Position
Joseph Marinucci		46		President, Chief Executive Officer and Director
Fernando Borghese		42		Chief Operating Officer and Director
Vasundara Srenivas		46		Chief Financial Officer
Joseph Liner		43		Chief Revenue Officer
Jonathan Katz		51		Chief Media Officer
Matthew Goodman		46		Chief Information Officer
Jason Rudolph		47		Chief Product Officer
Anthony Saldana		51		General Counsel, Executive Vice President of Legal & Compliance and Secretary

•

Brand-Direct Solutions – Our brand-direct solutions are customized pay-for-performance digital advertising campaigns that connect one consumer to one advertiser client, with ads and other creative elements braded based on the advertiser client’s specifications. DMS leverages its first-party database to target high-intent consumers and provides end-to-end capabilities to deliver customers and near customers to the advertiser client.

•

Marketplace Solutions – Our marketplace solutions represent one-to-many campaigns by which one consumer is connected to multiple relevant advertiser clients with ads and creative elements branded to match DMS marketplaces. Within marketplace campaigns, consumer audiences are attracted to DMS-owned websites relevant to specific verticals (i.e., insurance and home services), and then relevant advertiser client offers are presented to those consumers. Leveraging DMS first-party data, consumer audiences are converted to customers and near customers.

•

Other – Our other solutions include the white-labeling of DMS proprietary technology to enable DMS advertiser clients to manage, optimize and track campaigns. Our SaaS technology creates sticky relationships due to the embedded nature of this technology within our client marketing processes. The exclusive, long-term contractual relationships for our SaaS technology lead to our high ability to cross-sell solutions.

		Three Months Ended March 31,
		2021				2020
Revenue by type:
Customer acquisition			94.4	%			94.9	%
Managed services			4.0	%			4.0	%
Software services			1.6	%			1.1	%
Total Net revenue			100.0	%			100.0	%
Revenue by segment:
Brand Direct			58.0	%			56.2	%
Marketplace			50.9	%			47.0	%
Other			2.1	%			1.7	%
Corporate and other			(11.0	)%			(5.0	)%
Total Net revenue			100.0	%			100.0	%
Salaries and related costs			10.6	%			11.5	%
General and administrative			7.2	%			7.3	%
Acquisition costs			1.5	%			-	%
Depreciation and amortization			5.6	%			5.9	%
Income (loss) from operations			3.6	%			6.3	%
Interest expense			3.4	%			5.2	%
Change in fair value of warrant liabilities			0.3	%			-	%
Net (loss) income before income taxes			(0.1	)%			1.1	%
Income tax expense			0.1	%			0.1	%
Net (loss) income			(0.2	)%			1.0	%
Net loss attributable to non-controlling interest			(0.1	)%			-	%
Net income (loss) attributable to Digital Media Solutions, Inc.			(0.1	)%			1.0	%

		Three Months Ended March 31,
		2021				2020				$ Change				% Change
Net revenue		$	96,803			$	72,728			$	24,075				33	%
Cost of revenue			69,182				50,159				19,023				38	%
Salaries and related costs			10,269				8,331				1,938				23	%
General and administrative			6,962				5,297				1,665				31	%
Acquisition costs			1,494				27				1,467				5433	%
Depreciation and amortization			5,419				4,315				1,104				26	%
Income (loss) from operations			3,477				4,599				(1,122	)			(24	)%
Interest expense			3,257				3,790				(533	)			(14	)%
Change in fair value of warrant liabilities			315				---				315				-	%
Net (loss) income before income taxes			(95	)			809				(904	)			(112	)%
Income tax expense			117				52				65				125	%
Net (loss) income			(212	)			757				(969	)			(128	)%
Net loss attributable to non-controlling interest			(93	)			---				(93	)			-	%
Net income (loss) attributable to Digital Media Solutions, Inc.		$	(119	)		$	757			$	(876	)			(116	)%

		Three Months Ended March 31,
		2021				2020				$ Change				% Change
Brand Direct
Customer acquisition		$	52,901			$	38,453			$	14,448				38	%
Managed services			3,278				2,448				830				34	%
Total Brand Direct		$	56,179			$	40,901			$	15,278				37	%
Marketplace
Customer acquisition		$	49,101			$	34,178			$	14,923				44	%
Total Marketplace		$	49,259			$	34,178			$	15,081				44	%
Other
Managed services		$	510			$	450			$	60				13	%
Software services			1,507				809				698				86	%
Total Other		$	2,017			$	1,259			$	758				60	%
Corporate and Other
Customer acquisition		$	(10,652	)		$	(3,610	)		$	(7,042	)			195	%
Total Corporate and Other		$	(10,652	)		$	(3,610	)		$	(7,042	)			195	%
Total Customer acquisition			91,350				69,021				22,329				32	%
Total Managed services			3,946				2,898				1,048				36	%
Total Software services			1,507				809				698				86	%
Total Net revenue		$	96,803			$	72,728			$	24,075				33	%

	Three Months Ended March 31,
	2021			2020			% Change
Brand Direct	27.0%			24.0%			12.5%
Marketplace	26.0%			33.0%			(21.2)%
Other	79.0%			98.0%			(19.4)%
Total gross profit percentage	28.5%			31.0%			(8.1)%

		Years Ended December 31,
		2020 As Restated (1)				2019				$ Change				% Change
Net revenue		$	332,856			$	238,296			$	94,560				40	%
Cost of revenue (exclusive of depreciation and amortization shown separately below)			234,731				161,575				73,156				45	%
Salaries and related costs			33,386				27,978				5,408				19	%
General and administrative expenses			30,020				19,927				10,093				51	%
Acquisition costs			4,814				19,234				(14,420	)			(75	)%
Depreciation and amortization			17,954				9,745				8,209				84	%
Income (loss) from operations			11,951				(163	)			12,114				(7432	)%
Interest expense			13,740				10,930				2,810				26	%
Change in fair value of warrant liabilities			8,840				—				8,840				—	%
Net income (loss) before income taxes			(10,629	)			(11,093	)			464				(4	)%
Income tax expense			3,085				137				2,948				—	%
Net income (loss)			(13,714	)			(11,230	)			(2,484	)			22	%
Net income (loss) attributable to non-controlling interest			(5,018	)			—				(5,018	)			—	%
Net income (loss) attributable to Digital Media Solutions, Inc.			(8,696	)		$	(11,230	)		$	2,534				(23	)%

		Years Ended December 31,
		2020				2019				$ Change				% Change
Brand Direct
Customer acquisition		$	179,681			$	162,648			$	17,033				10	%
Managed services			17,869				12,090				5,779				48	%
Total Brand Direct		$	197,550			$	174,738			$	22,812				13	%
Marketplace
Customer acquisition		$	155,999			$	73,398			$	82,601				113	%
Total Marketplace		$	155,999			$	73,398			$	82,601				113	%
Other
Managed services		$	6,139			$	2,533			$	3,606				142	%
Software services			3,218				3,064				154				5	%
Total Other		$	9,357			$	5,597			$	3,760				67	%
Corporate and Other
Customer acquisition		$	(30,051	)		$	(15,437	)		$	(14,614	)			95	%
Total Corporate and Other			(30,051	)			(15,437	)			(14,614	)			95	%
Total Customer acquisition			305,629				220,609				85,020				39	%
Total Managed services			24,008				14,623				9,385				64	%
Total Software services			3,218				3,064				154				5	%
Total Net revenue		$	332,856			$	238,296			$	94,560				40	%

		Years Ended December 31,
		2020			2019			% Change
Brand Direct		23.0%			25.0%			(8.0)%
Marketplace		30.0%			36.0%			(16.7)%
Other		64.0%			98.0%			(34.7)%
Total gross profit percentage		29.5%			32.2%			(8.4)%

		Three Months Ended March 31, 2021
		Reported (GAAP)				Adjustments (1)				Adjusted (Non-GAAP)
Net revenue		$	96,803			$	2,735			$	99,538
Cost of revenue			69,182				2,735				71,917
Gross profit		$	27,621			$	—			$	27,621
Gross profit margin			28.5	%			—	%			27.7	%

		Year ended December 31, 2020												Year ended December 31, 2019
		Reported (GAAP)				Adjustments (1)				Adjusted (Non-GAAP)				Reported (GAAP)				Adjustments (1)				Adjusted (Non-GAAP)
Net revenue		$	332,856			$	7,801			$	340,657			$	238,296			$	7,773			$	246,069
Cost of revenue			234,731				7,801				242,532				161,575				7,773				169,348
Gross profit		$	98,125			$	—			$	98,125			$	76,721			$	—			$	76,721
Gross profit margin			29.5	%			—	%			28.8	%			32.2	%			—	%			31.2	%

		Three Months Ended March 31,
		2021				2020
Net income (loss)		$	(212	)		$	757
Adjustments
Interest expense			3,257				3,790
Income tax expense			117				52
Depreciation and amortization			5,419				4,315
Acquisition costs (1)			1,494				27
Other expenses (2)			2,253				133
Other non-recurring expenses (3)			554				348
Subtotal before additional adjustments		$	12,882			$	9,422
Additional Adjustments
Pro forma cost savings (4)		$	31			$	675
Technology synergies (5)			192				779
Pro forma cost savings (6)			577				1,372
Acquisitions EBITDA (7)			422				1,126
Adjusted EBITDA		$	14,104			$	13,374
Capital expenditures		$	2,391			$	2,976
Unlevered Free Cash Flow		$	11,713			$	10,398
Unlevered Free Cash Flow Conversion			83	%			78	%

(2)

Includes primarily stock-based compensation, investor management fees, director fees and costs related to philanthropic initiatives.

(3)

Other non-recurring expenses include, restructuring costs and lease termination costs due to office closures, severance and commission payments due to company reorganization.

(4)

These are estimated cost savings primarily from reorganization of the company.

(5)

These are annualized estimated UE Authority, Co. (“UE”) technology synergies related to uniform infrastructure platform.

(6)

These are annualized estimated cost synergies from the UE, SmarterChaos.com, and Aimtell acquisitions.

(7)

Includes pre-acquisition Aimtell EBITDA during the three months ended March 31, 2021 and comparable pro forma amounts during the same period in 2020.

		Years Ended December 31,
		2020 As Restated				2019
Net income (loss)		$	(13,714	)		$	(11,230	)
Adjustments
Interest expense			13,740				10,930
Income tax expense			3,085				137
Depreciation and amortization			17,954				9,745
Change in the fair value of warrant liabilities (1)			8,840				—
Acquisition costs (2)			4,814				19,234
Other expenses (3)			4,493				1,033
Other non-recurring expenses (4)			6,370				3,076
Sub-total before additional adjustments		$	45,582			$	32,925
Additional adjustments
Estimated cost savings (5)		$	1,056			$	2,226
Technology synergies (7)			2,483				3,116
Estimated cost savings (6)			3,183				4,950
Acquisitions EBITDA (8)			400				9,718
Accounts reserved (9)			1,600				—
Adjusted EBITDA		$	54,304			$	52,935
Capital expenditures		$	10,372			$	6,553
Unlevered Free Cash Flow		$	43,932			$	46,382
Unlevered Free Cash Flow Conversion			81	%			88	%

(1)

Mark-to-market warrant liability adjustments.

(2)

Balance includes business combination transaction fees and related payments on Company’s EIP, acquisition incentive payments, contingent consideration accretion, earnout payments and pre-acquisition expenses.

(3)

Balance includes legal fees associated with acquisitions, stock-based compensation, investor management fees and costs related to philanthropic initiatives.

(4)

Other non-recurring expenses include, restructuring costs and lease termination costs due to office closures, severance payments due to company reorganization and private warrant transaction related costs.

(5)

These are estimated cost savings primarily from reorganization of the company.

(6)

These are annualized estimated UE Authority, Co. (“UE”) technology synergies related to uniform infrastructure platform.

(7)

These are annualized estimated cost savings resulting primarily from reorganization of UE and SmarterChaos.com and related entities (“SmarterChaos”).

(8)

Includes UE EBITDA from January 1, 2019 to October 31,2019 (UE acquisition date), and SmarterChaos EBITDA from January 1, 2019 to July 16, 2020 (SmarterChaos acquisition date).

(9)

This represents certain unusual bad debt expenses related to potentially uncollectible receivables that resulted from the impact of the COVID-19 pandemic and an unexpected business interruption. Management has determined that these items are not indicative of normal operations.

		Years Ended December 31,
		2020 As Restated				2019
Unlevered Free Cash Flow		$	43,932			$	46,382
Capital expenditures			10,372				6,553
Adjusted EBITDA			54,304				52,935
Change in the fair value of warrant liabilities (1)			8,840				—
Accounts reserved (2)			1,600				—
Acquisitions EBITDA (3)			400				9,718
Pro forma cost savings (4)			3,183				4,950
Technology synergies (5)			2,483				3,116
Pro forma cost savings (6)			1,056				2,226
Sub-total before additional adjustments			36,742				32,925
Other non-recurring expenses (7)			6,370				3,076
Other expenses (8)			4,493				1,033
Acquisition costs (9)			4,814				19,234
Sub-total before additional adjustments			21,065				9,582
(Gains) losses from sales of assets			411				—
Lease restructuring charges			4,203				—
Change in the fair value of warrant liabilities			8,840				—
Stock-based compensation			958				—
Provision for bad debt			3,039				1,550
Interest expense			(13,740	)			(10,930	)
Income tax expense			(3,085	)			(137	)
Net change of contingent consideration			(1,000	)			(2,063	)
Amortization of debt issuance costs			936				629
Deferred income taxes			(479	)			—
Other			400				—
Change in income tax receivable and payable			1,138				—
Change in accounts receivable, net			(14,409	)			(1,343	)
Change in prepaid expenses and other current assets			(630	)			(776	)
Change in accounts payable and accrued expenses			8,742				(5,662	)
Change in other liabilities			622				(405	)
Net cash provided by (used in) operating activities		$	17,011			$	(9,555	)

(1)

Mark-to-market warrant liability adjustments.

(2)

This represents certain unusual bad debt expenses related to potentially uncollectible receivables that resulted from the impact of the COVID-19 pandemic and an unexpected business interruption. Management has determined that these items are not indicative of normal operations.

(3)

Includes UE EBITDA from January 1, 2019 to October 31,2019 (UE acquisition date), and SmarterChaos EBITDA from January 1, 2019 to July 16, 2020 (SmarterChaos acquisition date).

(4)

These are annualized estimated cost savings resulting primarily from reorganization of UE and SmarterChaos.com and related entities (“SmarterChaos”).

(5)

These are annualized estimated UE Authority, Co. (“UE”) technology synergies related to uniform infrastructure platform.

(6)

These are estimated cost savings primarily from reorganization of the company.

(7)

Other non-recurring expenses include, restructuring costs and lease termination costs due to office closures, severance payments due to company reorganization.

(8)

Balance includes legal fees associated with acquisitions, stock-based compensation, investor management fees and costs related to philanthropic initiatives.

(9)

Balance includes business combination transaction fees and related payments on Company’s EIP, acquisition incentive payments, contingent consideration accretion, earnout payments and pre-acquisition expenses.

		Three Months Ended March 31, 2021				Three Months Ended March 31, 2020
Numerator:
Net income (loss)		$	(212	)		$	757
Less: Net income attributable to non-controlling interests subsequent to the Business Combination			(93	)			—
Net income attributable to DMS Inc.			(119	)			757
Denominator:
Weighted-average shares of Class A Common Stock outstanding - basic and diluted			33,241				N/A
Earnings per share of Class A Common Stock - basic and diluted		$	—				N/A

		Three Months Ended March 31, 2021				Three Months Ended March 31, 2020
Numerator:
Net income (loss) attributable to Digital Media Solutions, Inc.;		$	(119	)		$	757
Add adjustments to net income (loss):
Acquisition costs			1,494				27
Equity based compensation, legal and severance costs			2,253				133
Restructuring,transition and refinance costs			554				348
Acquisition synergies			800				2,826
Acquisition EBITDA			422				1,126
		$	5,404			$	5,217
Net income tax benefit (expense) based on conversion of units			144				121
Adjusted net income (loss)		$	5,548			$	5,338
Denominator:
Weighted-average shares outstanding - basic and diluted
Class A common stock			33,241				23,960
Weighted-average LLC Units of Digital Media Solutions Holdings, LLC that are convertible into Class A common stock			26,306				20,500
			59,547				44,460
Adjusted EPS		$	0.09			$	0.12

		As Restated Three Months Ended December 31, 2020				As Restated Year Ended December 31, 2020
Numerator:
Net income (loss)		$	(17,867	)		$	(13,714	)
Less: Net income (loss) attributable to non-controlling interests subsequent to the Business Combination			(7,481	)			(6,363	)
Net income (loss) (post business combination) attributable to DMS Inc.		$	(10,386	)		$	(7,351	)
Denominator:
Weighted-average shares of Class A Common Stock outstanding - basic and diluted			32,369				32,335
Earnings per share of Class A Common Stock - basic and diluted		$	(0.32	)		$	(0.23	)
		As Restated Three Months Ended December 31, 2020				As Restated Year Ended December 31, 2020
Numerator:
Net income (loss) attributable to Digital Media Solutions, Inc.;		$	(10,386	)		$	(7,351	)
Add adjustments to net income (loss):
Acquisition and related costs			708				1,658
Lease restructuring charges			3,171				4,157
Business combination expenses			785				3,157
Accounts reserved			1,606				1,606
Change in the fair value of warrant liabilities			12,680				8,840
Equity based compensation			958				958
			19,908				20,376
Net income tax benefit (expense) based on conversion of units			110				175
Adjusted net income (loss)		$	9,632			$	13,201
Denominator:
Weighted-average shares outstanding - basic and diluted
Class A common stock			32,369				32,335
Weighted-average LLC Units of Digital Media Solutions Holdings, LLC that are convertible into Class A common stock			26,306				26,306
			58,675				58,641
Adjusted EPS		$	0.16			$	0.23

		March 31, 2021				March 31, 2020				$ Change				% Change
Cash		$	23,866			$	31,397			$	(7,531	)			(24	)%
Availability under revolving credit facility		$	11,000			$	15,000			$	(4,000	)			(27	)%
Total Debt			201,987				203,851			$	(1,864	)			(1	)%

		December 31,
		2020				2019				$ Change				% Change
Cash		$	31,397			$	3,008			$	28,389				944	%
Availability under revolving credit facility		$	11,000			$	—			$	11,000
Total Debt		$	201,558			$	205,198			$	(3,640	)			(2	)%

		Payments Due by Period
Contractual Obligations		Total				Less Than 1 Year				1-3 Years				3-5 Years				More Than 5 Years
Monroe Credit Facility (1)		$	201,987			$	7,141			$	8,000			$	186,846			$	—
Notes payable- insurance premium		$	—			$	—			$	—			$	—			$	—
Operating leases (2)		$	7,432			$	1,562			$	5,466			$	404			$	—
Purchase obligations (3)		$	10,931			$	5,200			$	5,731			$	—			$	—
Total		$	220,350			$	13,903			$	19,197			$	187,250			$	—

(1)

Our credit facility matures July 2023. Our interest rate as of March 31, 2021 was used to forecast the expected future interest rate payments. These payments are inherently uncertain due to fluctuations in interest rates and outstanding borrowings that will occur over the remaining term of the credit facility.

(2)

Management analyzed our current leases due to the COVID-19 economic environment and recorded a reserve as a result of the cease of use of certain leased properties, which was $3.0 million as of March 31, 2021.

(3)

Purchase obligations include agreements to purchase goods and services that are enforceable, legally binding and specify all significant terms.

•	Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities.

•	Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

•	Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability.

Name and Principal Position		Year		Salary ($)(1)				Bonus ($)(1)(2)				Stock Awards ($)(3)(4)				Option Awards ($)(4)				Non-Equity Incentive Plan Compensation ($)(5)				All Other Compensation ($)(6)				Total ($)
Joseph Marinucci Chief Executive Officer		2020		$	320,333			$	933			$	170,311			$	767,500							$	32,692			$	1,291,769
		2019		$	260,000																							$	260,000
Joseph Liner Chief Revenue Officer		2020		$	397,660			$	4,216			$	287,963			$	63,898			$	170,450	(5)		$	32,508			$	956,695
		2019		$	300,000			$	192,874															$	8,477			$	501,351
Randall Koubek Chief Financial Officer		2020		$	251,522			$	1,000,729	(2)		$	127,925			$	28,384			$	4,861			$	29,929			$	1,438,489
		2019		$	250,000			$	100,000																			$	350,000

(1)

During 2020, we took temporary precautionary measures intended to help minimize the risk of the COVID-19 pandemic to our employees, our advertisers and the communities in which we participate, which could negatively impact our business, and implemented a Coronavirus Communications Plan, including a 90-day 20% reduction in the salaries of all of our employees at or above the director level, with the unpaid salary amounts to be repaid at a future date, along with a 5% bonus (subject to the satisfaction of certain conditions) for the months of April, May and June 2020. On July 22, 2020, the 5% bonus was paid: Mr. Marinucci received $933; Mr. Liner received $1,299; and Mr. Koubek received $729.

(2)

Messrs. Liner and Koubek were participants in the Digital Media Solutions, LLC Employee Incentive Plan (the “EIP”), which was a transaction-based bonus plan. In connection with the Business Combination, each of Messrs. Liner and Koubek entered into a letter agreement with DMS, pursuant to which they waived their respective rights to receive any transaction bonus under the EIP in exchange for a lump-sum cash payment equal to $2,917 and $4,861, respectively, and the potential to receive equity incentive awards from the Company in the future.

(3)	On July 24, 2020, the Company paid a discretionary cash bonus to Mr. Koubek in the amount of $995,139 in recognition of extraordinary services provided to the Company for his efforts in the Business Combination.

(4)

These amounts represent the aggregate grant date fair value of options and and/or restricted stock units (“RSUs”) granted in 2020, computed in accordance with ASC 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 12 to the Consolidated Financial Statements, included elsewhere in this prospectus.

(5)	Represents Mr. Liner’s commission payments under our Direct Sales Commissions Plan, which entitles Mr. Liner to 6% of gross profits for direct sales introduced and closed by him, and 3% of gross profits for direct sales where Mr. Liner either introduced or closed the sale (but not both).

(6)

The other compensation listed in this column for 2020 includes: (a) for Mr. Marinucci (i) matching contributions under our 401(k) savings plan of $10,586; and (ii) medical benefits of $22,106; (b) for Mr. Liner (i) matching contributions under our 401(k) savings plan of $9,081; and (ii) medical and long term disability benefits of $23,427; and (c) for Mr. Koubek (i) matching contributions under our 401(k) savings plan of $11,325; and (ii) medical, long term disability and other benefits of $18,604.

Name		2019 Base Salary ($)				Salary Increase (%)				2020 Base Salary ($)
Joseph Marinucci		$	260,000				23.08	%		$	320,000
Joseph Liner		$	300,000				33.33	%		$	400,000
Randall Koubek		$	250,000				—			$	250,000

Name and Principal Position		Grant Date		Number of Securities Underlying Unexercised Options (#)		Number of Securities Underlying Unexercised Options Exercisable (#)(1)				Option Exercise Price($)			Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(1)				Market Value of Shares or Units of Stock That Have Not Vested ($) (2)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of U nearned Shares, Units or Other Rights That Have Not Vested ($)
Joseph Marinucci Chief Executive Officer		10/28/2020					51,020			$	7.31		10/28/2030			105,000
		10/28/2020														105,000			$	1,264,200
Joseph Liner Chief Revenue Officer		10/28/2020					19,142			$	7.31		10/28/2030
		10/28/2020														39,393			$	474,292
Randall Koubek Chief Financial Officer		10/28/2020					8,503			$	7.31		10/28/2030
		10/28/2020														17,500			$	210,700

(1)	The options and RSUs vest in three equal annual installments beginning on the first anniversary of the closing of the Business Combination, subject, in each case, to the executive’s continued employment on each applicable vesting date.

(2)	The dollar values are calculated using a per share stock price of $12.04, the closing price of our common stock reported on NYSE on December 31, 2020.

		Cash ($)
Annual director retainer		$	40,000
Lead director annual retainer		$	20,000
Audit Committee chairman annual retainer		$	20,000
Compensation Committee chairman annual retainer		$	15,000
Audit Committee member annual retainer		$	10,000
Compensation Committee member annual retainer		$	7,500

Name(1)		Fees Earned or Paid in Cash				Stock Awards ($)(2)				Total
Robbie Isenberg		$	21,771			$	95,030			$	116,801
James Miller		$	21,771			$	95,030			$	116,801
Mary Minnick		$	38,958			$	95,030			$	133,988
Lyndon Lea		$	22,917			$	95,030			$	117,947
Robert Darwent		$	27,500			$	95,030			$	122,530

(1)

In addition to serving as a director, Mr. Marinucci serves as our Chief Executive Officer and his compensation is reflected in the Summary Compensation Table. Mr. Borghese serves as our Chief Operating Officer. Messrs. Marinucci and Borghese do not receive any compensation for serving as directors. Accordingly, they are omitted from the table.

(2)

Represents the full grant date fair value of RSUs granted in 2020, calculated in accordance with FASB ASC Topic 718. We value RSUs using the closing market price of our common stock reported on NYSE on the applicable grant date. All RSUs vest on the 2021 annual meeting of stockholders, provided the director remains in continuous service with the Company through such date. For additional valuation assumptions, see Note 12 to our Consolidated Financial Statements for the fiscal year ended December 31, 2020 included elsewhere in this prospectus.

Name		Stock Awards (#)
Robbie Isenberg		13,000
James Miller		13,000
Mary Minnick		13,000
Lyndon Lea		13,000
Robert Darwent		13,000

•

determine which eligible recipients will be participants to whom awards will be granted, whether and to what extent awards will be granted and the number of shares (or amount of cash or other property) subject to each award;

•

determine the terms and conditions, not inconsistent with the terms of the Plan, of each award, including, the restrictions applicable to restricted share awards or restricted share units and the conditions under which such restrictions shall lapse, the other limitations, restrictions, terms and conditions applicable to the grant of awards, the performance goals and periods, if any, applicable to awards, the exercise price or base price, if any, of an award, the fair market value of an award, and the vesting schedule applicable to each award;

•

determine any amendments to the terms and conditions of outstanding awards, including equitable adjustments to performance goals in recognition of unusual or non-recurring events affecting the company or the company’s affiliates;

•

determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing awards;

•

determine the duration and purpose of leaves of absence which may be granted to a participant without constituting termination of employment or service for purposes of awards, and determine the impact of leaves of absence or other changes in the employment status or service status of a participant, on awards;

•

adopt, alter and repeal such administrative rules, regulations, guidelines and practices governing the Plan as it shall from time to time deem advisable;

•

prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or qualifying for favorable tax treatment under applicable foreign laws; and

•

interpret the terms and provisions of the Plan or any award or award agreement in the manner and to the extent the Administrator deems desirable, and exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan.

•

Incentive Stock Options. The grant of an ISO will not result in any immediate tax consequences to the company or the optionee. An optionee will not realize taxable income, and the company will not be entitled to any deduction, upon the timely exercise of an ISO, but the excess of the fair market value of the common stock acquired over the exercise price will be an item of tax preference for purposes of the alternative minimum tax. If the optionee does not dispose of the common stock acquired within one year after its receipt (or within two years after the date the option was granted), the gain or loss realized on the subsequent disposition of the common stock will be treated as long-term capital gain or loss and the company will not be entitled to any deduction. If the optionee disposes of the common stock acquired less than one year after its receipt (or within two years after the option was granted), the optionee will realize ordinary income in an amount equal to the lesser of (i) the excess of the fair market value of the common stock acquired on the date of exercise over the exercise price, or (ii) if the disposition is a taxable sale or exchange, the amount of any gain realized. Upon such a disqualifying disposition, the company will be entitled to a deduction in the same amount and at the same time as the optionee realizes such ordinary income. Any amount realized by the optionee in excess of the fair market value of the common stock on the date of exercise will be taxed to the optionee as capital gain.

•

Nonqualified Stock Options and SARs. The grant of a Nonqualified Stock Option or SAR will not result in any immediate tax consequences to the company or the grantee. Upon the exercise of a Nonqualified Stock Option or SAR, the grantee will generally realize ordinary income equal to the excess of the fair market value of the common stock acquired over the exercise price or base price, as the case may be. The company will be entitled to a deduction at the same time as, and in an amount equal to, the income realized by the grantee.

•

Restricted Share Awards. A grantee generally will not realize taxable income upon an award of restricted share awards. However, a grantee who receives restricted shares will realize as ordinary income at the time of the lapse of the restrictions an amount equal to the fair market value of the common stock at the time of such lapse. Alternatively, and if permitted by the Administrator, a grantee may elect to realize ordinary income on the date of receipt of the restricted shares. The company will be entitled to a deduction at the same time as, and in an amount equal to, the income realized by the grantee.

•

Restricted Share Units. A grantee generally will not realize taxable income upon an award of restricted share units. A grantee will recognize ordinary income in the year in which the shares or cash equivalent subject to the awards are actually issued (or the amount of cash paid) to the grantee, in an amount equal to the fair market value of the shares on the issuance date and/or the amount of any cash payable on the payment date (and subject to income tax withholding in respect of an employee).

•

Other Share-Based Awards. A grantee who receives other share-based awards will realize as ordinary income at the time of the lapse of the restrictions (or, in the case of phantom stock awards, at the time of delivery) an amount equal to the fair market value of the common stock or cash delivered of such lapse. The company will be entitled to a deduction at the same time as, and in an amount equal to, the income realized by the grantee.

•

Share Bonuses and Cash Awards. A grantee who receives a share bonus or a cash award will realize as ordinary income an amount equal to the fair market value of the common stock or cash delivered, and the company will be entitled to a deduction at the same time as, and in an amount equal to, the income realized by the grantee.

•

Internal Revenue Code Section 409A. To the extent that any award under the Plan is or may be considered to involve a nonqualified deferred compensation plan or deferral subject to Internal Revenue Code Section 409A, the terms and administration of such award shall comply with the provisions of such section and final regulations issued thereunder.

Name		Age		Position
Joseph Marinucci		46		President, Chief Executive Officer and Director
Fernando Borghese(1)		42		Chief Operating Officer and Director
Robbie Isenberg(2)		39		Director
James Miller(2)		42		Director
Mary Minnick(3)		61		Chairperson and Director
Lyndon Lea		52		Director
Robert Darwent(4)		48		Director

(1)	Nominated by Prism.

(2)	Nominated by Clairvest.

(3)	Nominated by Prism and Clairvest.

(4)	Nominated by Leo.

Name		Age		Position
Joseph Marinucci		46		President, Chief Executive Officer and Director
Fernando Borghese		42		Chief Operating Officer and Director
Vasundara Srenivas		46		Chief Financial Officer
Joseph Liner		43		Chief Revenue Officer
Jonathan Katz		51		Chief Media Officer
Matthew Goodman		46		Chief Information Officer
Jason Rudolph		47		Chief Product Officer
Anthony Saldana		51		General Counsel, Executive Vice President of Legal & Compliance and Secretary

•

the provisions regarding the size of the Board and the election of directors pursuant to the Director Nomination Agreement;

•

the provisions regarding calling special meetings of stockholders;

•

the provisions regarding the limited liability of directors of the Company;

•

the provisions regarding the election not to be governed by Section 203 of the DGCL;

•

the provision regarding the votes necessary to amend the Bylaws; and

•

the amendment provision requiring that the above provisions be amended only with an 662/3% supermajority vote.

•

the board of directors approves the acquisition of stock or the merger transaction before the time that the person becomes an interested stockholder;

•

the interested stockholder owns at least 85% of the outstanding voting stock of the corporation at the time the merger transaction commences (excluding voting stock owned by directors who are also officers and certain employee stock plans); or

•

the merger transaction is approved by the board of directors and at a meeting of stockholders, not by written consent, by the affirmative vote of 2/3 of the outstanding voting stock which is not owned by the interested stockholder. A Delaware corporation may elect in its certificate of incorporation or bylaws not to be governed by this particular Delaware law.

•

prior to such time, the Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

•

at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

•

if, and only if, the reported closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders.

•

1% of the total number of shares of Class A Common Stock then outstanding; or

•

the average weekly reported trading volume of the Class A Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

•

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

•

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

•

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

•

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

	•	each person who is known to be the beneficial owner of more than 5% of the outstanding shares of any class of DMS Common Stock;
	•	each of our named executive officers and directors; and
	•	all of our executive officers and directors as a group.

		Class A Common Stock								Class B Common Stock								Total Voting Securities
Name and Address of Beneficial Owners(1)		Number of Shares				% of Class(8)				Number of Shares				% of Class(8)				Number of Shares					%(8)
Leo Investors Limited Partnership(2)			5,012,718				13.5	%			—				—				5,012,718				7.9	%
Prism Data, LLC(3)			18,958,914				52.4	%			25,999,464				100	%			44,958,378				72.3	%
Clairvest Group Inc. and affiliates(4)			18,958,914				52.4	%			25,999,464				100	%			44,958,378				72.3	%
Luis Ruelas(5)			—				—				7,307,770				28.1	%			7,307,770				11.9	%
Joseph Marinucci(3)			19,499,326				53.1	%			25,999,464				100	%			45,498,790				72.5	%
Fernando Borghese(5)			544,916				1.5	%			5,731,587				22	%			6,276,503				10.2	%
Robert Darwent(6)			13,000				*				—				—				13,000				*
Robbie Isenberg			13,000				*				—				—				13,000				*
Lyndon Lea(7)			7,637,282				21.6	%			—				—				7,637,282				12.5	%
James H. Miller			13,000				*				—				—				13,000				*
Mary E. Minnick			44,000				*				—				—				44,000				*
Matthew Goodman(5)			—				—				2,579,223				9.9	%			2,579,223				4.2	%
Randall Koubek			—				—				—				—				—				—
Joey Liner			—				—				—				—				—				—
All DMS’ directors and executive officers as a group (13 individuals)			27,764,524				74.3	%			25,999,464				100	%			53,763,988				84.9	%

∗

Less than one percent

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is c/o Digital Media Solutions, Inc., 4800 140th Avenue N., Suite 101, Clearwater, FL 33762.

(2)

Based on information set forth in Amendment No. 1 to the Schedule 13G/A filed with the SEC on February 16, 2021. The Schedule 13G/A indicates 3,012,718 shares of Class A Common Stock and warrants to purchase 2,000,000 shares of Class A Common Stock are owned by Leo Investors Limited Partnership. Leo Investors Limited Partnership is controlled by its general partner, Leo Investors General Partner Limited, which is governed by a three member board of directors. Each director has one vote, and the approval of a majority of the directors is required to approve an action of the Company’s sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and 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 regard to the Company’s sponsor. Based on the foregoing analysis, no individual director of the general partner of Leo Investors Limited Partnership exercises voting or dispositive control over any of the securities held by Leo Investors Limited Partnership, even those in which such director directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. The business address of Leo Investors Limited Partnership is 21 Grosvenor Place, London, SW1X 7HF.

(3)

Based on information set forth in Amendment No. 2 to the Schedule 13D filed with the SEC on October 26, 2020. The Schedule 13D/A indicates Prism Data, LLC has shared voting power over the shares of Class A Common Stock and warrants to purchase shares of Class A Common Stock held by Clairvest Group Inc. (as described in footnote (5)) as a result of the Director Nomination Agreement. Joseph Marinucci, as the manager of Prism Data, LLC, is deemed to have beneficial ownership over the interests shown. The Schedule 13D/A also indicates that Joseph Marinucci holds warrants to purchase 538,912 shares of Class A Common Stock.  Joseph Marinucci also owns directly 1,500 shares of Class A Common Stock.

(4)

Based on information set forth in Amendment No. 1 to the Schedule 13D/A filed with the SEC on October 26, 2020. Interests shown consist of (i) shares of Class A Common Stock held by Clairvest Equity Partners V Limited Partnership and CEP V Co-Investment Limited Partnership, (ii) shares of Class B Common Stock acquired held by CEP V-A DMS AIV and (iii) warrants to purchase shares of Class A Common Stock held by CEP V-A DMS AIV Limited Partnership, Clairvest Equity Partners V Limited Partnership and CEP V Co-Investment Limited Partnership. Each of the foregoing limited partnerships has the power to make voting and dispositive decisions with respect to such shares and is an indirect subsidiary of Clairvest Group Inc. Interests shown also consist of the shares of Class B Common Stock held by Prism Data, LLC (as described in footnote (4)) over which Clairvest Group Inc. has shared voting power as a result of the Director Nomination Agreement. The business address of Clairvest Group Inc. and each of the foregoing limited partnerships is 22 St. Clair Avenue East, Suite 1700, Toronto, Ontario, Canada M4T 2S3.

(5)	Interests shown are based on such individual’s ownership interests in Prism Data, LLC. Fernando Borghese also owns directly 6,005 shares of Class A Common Stock directly and warrants to purchase 538,911 shares of Class A Common Stock.

(6)	Does not include any shares indirectly owned by this individual as a result of his partnership interest in Leo Investors Limited Partnership or its affiliates. The business address of Mr. Darwent is 21 Grosvenor Place, London, SW1X 7HF.

(7)

Interests consist of (i) 1,517,004 shares of Class A Common Stock beneficially owned by Lion Capital Fund IV, L.P.; (ii) 1,724,562 shares of Class A Common Stock beneficially owned by Lion Capital Fund IV-A, L.P.; (iii) 135,065 shares of Class A Common Stock beneficially owned by Lion Capital Fund IV SBS, L.P.; (iv) 1,223,046 shares of Class A Common Stock beneficially owned by Lion Capital Fund IV (USD), L.P.; (v) 2,854,699 shares of Class A Common Stock beneficially owned by Lion Capital Fund IV-A (USD), L.P.; and (v) 169,906 shares of Class A Common Stock beneficially owned by Lion Capital Fund IV SBS (USD), L.P., each which entity is managed by Lion Capital IV GP Limited, which is controlled by Lyndon Lea. Each such entity is a Selling Holder hereunder. The business address of Lyndon Lea and each such entity is 21 Grosvenor Place, London, SW1X 7HF.

(8)

Assumes 35,299,199 shares of Class A Common Stock and 25,999,464 shares of Class B Common Stock. In addition, for each individual or entity that beneficially owns any warrants to purchase shares of Class A Common Stock, the number of outstanding shares that is assumed for purposes of calculating such individual's or entity’s ownership percentages also includes the number of warrants beneficially owned by such individual or entity but, for the avoidance of doubt, does not include any outstanding warrants that are not beneficially owned by such individual or entity. In particular, (i) the number of outstanding shares used to calculate the ownership percentages of Leo Investors Limited Partnership includes 2,000,000 shares subject to warrants to purchase Class A Common Stocks; (ii) the number of outstanding shares used to calculate the ownership percentages of Prism Data, LLC includes 922,177 shares subject to warrants to purchase Class A Common Stock; (iii) the number of outstanding shares used to calculate the ownership percentages of Clairvest Group Inc. and affiliates includes 922,177 shares subject to warrants to purchase Class A Common Stock; (iv) the number of outstanding shares used to calculate the ownership percentages of Joseph Marinucci includes 1,461,089 shares subject to warrants to purchase Class A Common Stock; and (v) the number of outstanding shares used to calculate the ownership percentages of Fernando Borghese includes 538,911 shares subject to warrants to purchase Class A Common Stock. In addition, for each individual that beneficially owns any restricted stock units vesting with 60 days, the number of outstanding shares that is assumed for purposes of calculating such individual’s or entity’s ownership percentages also includes the number of shares of Class A Common Stock underlying such restricted stock units.

•

any director or executive officer, or nominee for director of DMS;

•

any person who is the beneficial owner of more than five percent (5%) of DMS’ Common Stock; and

•

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of DMS Common Stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee for director or beneficial owner of more than five percent (5%) of DMS Common Stock.

		Beneficial Ownership Before the Offering								Shares to be Sold in the Offering								Beneficial Ownership After the Offering
Name of Selling Holder		Number of Shares					%(1)			Number of Shares					%(1)			Number of Shares					%(1)
Prism Data, LLC(2)			44,958,378				72.3	%			241,177				*				44,717,201				71.9	%
Clairvest Group Inc. and affiliates identified
in the note(3)			44,958,378				72.3	%			241,177				*				44,717,201				71.9	%
Joseph Marinucci(2)			45,498,790				72.5	%			241,177				*				45,257,613				72.1	%
Luis Ruelas(4)			7,307,770				11.9	%			40,024				*				7,267,746				11.9	%
Fernando Borghese(4)			6,276,503				10.1	%			31,390				*				6,245,113				10.1	%
Matthew Goodman(5)			2,579,223				4.2	%			14,126				*				2,565,097				4.2	%
Jonathan Katz(4)			198,088				*				1,085				*				197,003				*
David Shtief(4)			607,173				*				3,325				*				603,848				*
Mathew Frary(6)			176,834				*				176,834				*				—				—
Estalea I LP(7)			7,233				*				7,233				*				—				—
Estalea II LLC(7)			9,191				*				9,191				*				—				—
Stuart Butler(8)			48,535				*				48,535				*				—				—
Douglas Davis(9)			48,535				*				48,535				*				—				—
Elizabeth Lazar(10)			5,625				*				5,625				*				—				—
Per Peterson(7)			3,596				*				3,596				*				—				—
Nathan Schaub(11)			7,838				*				7,838				*				—				—
Jeffrey Usner(12)			895,473				1.5	%			895,473				1.5	%			—				—
Michael Usner(13)			103,448				*				103,448				*				—				—
Dawid Jacobus Swanepoel(14)			64,656				*				64,656				*				—				—
John Graves(15)			129,310				*				129,310				*				—				—
Kyleigh Ebersole(16)			51,724				*				51,724				*				—				—
JEG Property Investments 401K JG Roth(15)			31,940				*				31,940				*				—				—
JEG Property Investments 401K NG Roth(15)			16,552				*				16,552				*				—				—
Justin Ferreira(17)			797,550				1.3	%			797,550				1.3	%			—				—
Christopher Henry(18)			797,550				1.3	%			797,550				1.3	%			—				—

(1)

Based upon 61,298,663 shares of Class A Common Stock outstanding as of May 7, 2021 on an as-redeemed basis. In addition, for each individual or entity that beneficially owns any warrants to purchase shares of Class A Common Stock, the number of outstanding shares that is assumed for purposes of calculating such individual’s or entity’s ownership percentages also includes the number of warrants beneficially owned by such individual or entity but, for the avoidance of doubt, does not include any outstanding warrants that are not beneficially owned by such individual or entity.

(2)

Interests shown consist of Redemption Shares assuming Redemption of all of the DMS Units held by Prism Data, LLC, and 538,912 Seller Warrants owned by Joseph Marinucci. Interests shown also include Redemption Shares (assuming Redemption of all DMS Units held), Conversion Shares and shares of Class A Common Stock underlying 922,177 Seller Warrants acquired by the indirect subsidiaries of Clairvest Group Inc. (as described in footnote (4)), in each case, over which Prism Data, LLC has shared voting power as a result of the Director Nomination Agreement. Joseph Marinucci, as the manager of Prism Data, LLC, is deemed to have beneficial ownership over the interests shown. Joseph Marinucci also owns directly 1,500 shares of Class A Common Stock. The business address of Prism Data, LLC is 4800 140th Avenue N., Suite 101, Clearwater, FL 33762.

(3)

Interests shown consist of (i) Conversion Shares acquired by Clairvest Equity Partners V Limited Partnership (11,879,938 Conversion Shares) and CEP V Co-Investment Limited Partnership (6,058,016 Conversion Shares), (ii) 2,255,433 Redemption Shares assuming Redemption of all DMS Units held by CEP V-A DMS AIV Limited Partnership and (iii) shares of Class A Common Stock underlying Seller Warrants acquired by CEP V-A DMS AIV Limited Partnership (102,999 shares), Clairvest Equity Partners V Limited Partnership (542,525 shares) and CEP V Co-Investment Limited Partnership (276,653 shares) in the Business Combination. Interests shown also consist of Redemption Shares assuming Redemption of all of the DMS Units held by Prism Data, LLC over which Clairvest Group Inc. has shared voting power as a result of the Director Nomination Agreement. Each of the foregoing limited partnerships has the power to make voting and dispositive decisions with respect to such shares and is an indirect subsidiary of Clairvest Group Inc. The business address of Clairvest Group Inc. and each of the foregoing limited partnerships is 22 St. Clair Avenue East, Suite 1700, Toronto, Ontario, Canada M4T 2S3.

(4)	Interests shown are based on such individual’s ownership interests in Prism Data, LLC, as well as Seller Warrants owned by such individual. Fernando Borghese also owns directly 6,005 shares of Class A Common Stock and warrants to purchase 538,911 shares of Class A Common Stock.

(5)	Interests consist of Converted Founder Shares.

(6)	Interests consist of DMS Units. The business address of Mathew Frary is 5392 Moonlight Way, Parker, CO 80134.

(7)	Interests consist of DMS Units. The business address of Estalea I LP, Estalea II LLC and Per Peterson is 223 East De La Guerra Street, Santa Barbara, CA 93101.

(8)	Interests consist of DMS Units. The business address of Stuart Butler is 1967 Ridgetrail Drive, Castle Rock, CO 80104.

(9)	Interests consist of DMS Units. The business address of Douglas Davis is 1606 Quail Lane, Castle Rock, CO 80104.

(10)	Interests consist of DMS Units. The business address of Elizabeth Lazar is 5453 Hacienda Place, Parker, CO 80134.

(11)	Interests consist of DMS Units. The business address of Nathan Schaub is 35 Bostick Circle, Beaufort, SC 29902.

(12)	Interests consist of Class A Common Stock. The business address of Jeffrey Usner is 1900 Valley View Road, Mount Joy, PA 17552.

(13)	Interests consist of Class A Common Stock. The business address of Michael Usner is 190 Jeff Lane, Hummelstown, PA 17036.

(14)	Interests consist of Class A Common Stock. The business address of Dawid Jacobus Swanepoel is 1 Celestine Circle, Ladera Ranch, CA 92694.

(15)	Interests consist of Class A Common Stock. The business address of John Graves, JEG Property Investments 401k JG and JEG Property Investments 401k NG Roth is 1540 Keller Parkway, Suite 108, PMB 323, Keller, TX 76248.

(16)	Interests consist of Class A Common Stock. The business address of Kyleigh Ebersole is 7225 Royal Oak Drive, Harrisburg, PA 17112.

(17)	Interests consist of Class A Common Stock. The business address of Justin Ferreira is 1113 South East 11th Street, Fort Lauderdale, FL 33316.

(18)	Interests consist of Class A Common Stock. The business address of Christopher Henry is 2564 Ingleside Farm West, Germantown, TN 38139.

•

on the NYSE, in the over-the-counter market or on any other national securities exchange on which our securities are listed or traded;

•

in privately negotiated transactions;

•

in underwritten transactions;

•

in a block trade in which a broker-dealer will attempt to sell the offered securities as agent but may purchase and resell a portion of the block as principal to facilitate the transaction;

•

through purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus;

•

in ordinary brokerage transactions and transactions in which the broker solicits purchasers;

•

through the writing of options (including put or call options), whether the options are listed on an options exchange or otherwise;

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through the distribution of the securities by any Selling Holder to its partners, members or stockholders;

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in short sales entered into after the effective date of the registration statement of which this prospectus is a part;

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by pledge to secured debts and other obligations;

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to or through underwriters or agents;

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“at the market” or through market makers or into an existing market for the securities;

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any other method permitted pursuant to applicable law.

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an individual who is a United States citizen or resident of the United States;

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a corporation, or other entity treated as a corporation for United States federal income tax purposes, created in, or organized under the law of, the United States or any state or political subdivision thereof;

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an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source;

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a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person; or

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a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes.

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the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and, if an applicable tax treaty so requires, is attributable to a permanent establishment or fixed base maintained by the non-U.S. Holder in the United States);

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the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or

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we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. Holder held our Class A Common Stock, unless our Class A Common Stock is regularly traded on an established securities market. There can be no assurance that our Class A Common Stock will be treated as regularly traded on an established securities market for this purpose.