Marinucci Joseph converted options into 1,520,948 shares (SEC Form 4)
$DMS
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| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a 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). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Digital Media Solutions, Inc. [ DMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/17/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock, Par Value $0.0001 per share | 11/17/2023 | C(1) | 1,520,948(2) | A | (1) | 1,520,948(2) | I | See footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Units of Digital Media Solutions Holdings, LLC | (4) | 11/17/2023 | C(1) | 1,520,948(2) | (4) | (4) | Class A common stock | 1,520,948(2) | $0 | 0 | I | See footnote(3) | |||
| Explanation of Responses: |
| 1. Reflects the redemption of 1,520,948 units of Digital Media Solutions Holdings, LLC ("DMSH"), an indirect subsidiary of the Issuer, held by Prism Data, LLC in exchange for 1,520,948 shares of the Issuer's Class A Common Stock. |
| 2. Adjusted to reflect a 1-for-15 reverse stock split of the Issuer's Class A Common Stock on August 29, 2023. |
| 3. The reported securities are held by Prism Data, LLC, a limited liability company of which the reporting person is the manager and a member. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 4. Each unit of DMSH, an indirect subsidiary of the Issuer, may be redeemed by the holder for cash in an amount equal to the value of one share of the Issuer's 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 Issuer's Class B Common Stock will be cancelled. |
| Remarks: |
| /s/ Joseph Marinucci | 11/21/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||