Clairvest Group Inc - Apr 12, 2024 Form 4 Insider Report for Digital Media Solutions, Inc. (DMS;DMSWS)

Role
10%+ Owner
Signature
/s/ James H. Miller, Corporate Secretary of Clairvest Group Inc.
Stock symbol
DMS;DMSWS
Transactions as of
Apr 12, 2024
Transactions value $
$0
Form type
4
Date filed
4/16/2024, 04:06 PM
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DMS;DMSWS Class A Common Stock Other +151K +12.52% 1.36M Apr 12, 2024 See footnotes F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DMS;DMSWS Units of Digital Media Solutions Holdings, LLC Other -151K -100% 0 Apr 12, 2024 Class A Common Stock 151K See footnote F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 On April 12, 2024, 151,191 Class B common stock, par value $0.0001 per share, of the Issuer (the "Class B Common Stock") were retired upon redemption of 151,191 units of Digital Media Solutions Holdings, LLC, indirect subsidiary of the Issuer ("Units"), by CEP V-A DMS AIV Limited Partnership ("CEP V-A"). CEP V-A was issued 151,191 shares of Class A Common Stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") in exchange for the redemption and related retirement of the Class B Common Stock.
F2 Clairvest Group Inc. ("CG") indirectly owns 1,358,946 shares of the Class A Common Stock, which consist of (i) 796,357 shares directly owned by Clairvest Equity Partners V Limited Partnership ("CEP V"); (ii) 406,092 shares directly owned by CEP V Co-Investment Limited Partnership ("CEP Co-Invest"); and (iii) 151,191 shares directly owned by CEP V-A. Each of CEP V, CEP Co-Invest and CEP V-A is an indirect subsidiary of CG.
F3 The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
F4 Each Unit may be redeemed by the holder for cash in an amount equal to the value of one share of the Class A Common Stock or, at the Issuer's option, the Issuer may acquire each Unit in exchange for one share of Class A Common Stock or the cash value thereof, in each case subject to certain restrictions. Upon a redemption or acquisition of such Units, an equal number of the Unit holder's non-economic, voting shares of the Class B Common Stock will be cancelled.