Filing Details
- Accession Number:
- 0001140361-22-005118
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-13 19:00:00
- Filed By:
- Psg Ultimate Gp Managing Member L.l.c.
- Company:
- Evercommerce Inc.
- Filing Date:
- 2022-02-14
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
PSG Ultimate GP Managing Member | 0 | 85,464,516 | 0 | 85,464,516 | 85,464,516 | 43.7% |
Providence Strategic Growth II | 0 | 10,823,936 | 0 | 10,823,936 | 10,823,936 | 5.5% |
Providence Strategic Growth II-A | 0 | 8,264,147 | 0 | 8,264,147 | 8,264,147 | 4.2% |
Providence Strategic Growth III | 0 | 11,693,622 | 0 | 11,693,622 | 11,693,622 | 6.0% |
Providence Strategic Growth III-A | 0 | 3,785,594 | 0 | 3,785,594 | 3,785,594 | 1.9% |
PSG PS Co-Investors | 0 | 50,897,217 | 0 | 50,897,217 | 50,897,217 | 26.1% |
Peter Osgood Wilde Jr | 0 | 85,464,516 | 0 | 85,464,516 | 85,464,516 | 43.7% |
Mark Edward Hastings | 0 | 85,464,516 | 0 | 85,464,516 | 85,464,516 | 43.7% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No.__)*
Under the Securities Exchange Act of 1934
EverCommerce, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
29977X105
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 29977X105 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
PSG Ultimate GP Managing Member L.L.C. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 (See Item 4) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
85,464,516 (See Item 4) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 (See Item 4) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
85,464,516 (See Item 4) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
85,464,516 (See Item 4) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
43.7% (See Item 4) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
CUSIP No. 29977X105 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
Providence Strategic Growth II L.P. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 (See Item 4) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
10,823,936 (See Item 4) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 (See Item 4) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
10,823,936 (See Item 4) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
10,823,936 (See Item 4) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
5.5% (See Item 4) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
CUSIP No. 29977X105 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
Providence Strategic Growth II-A L.P. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 (See Item 4) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
8,264,147 (See Item 4) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 (See Item 4) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
8,264,147 (See Item 4) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
8,264,147 (See Item 4) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.2% (See Item 4) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
CUSIP No. 29977X105 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
Providence Strategic Growth III L.P. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 (See Item 4) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
11,693,622 (See Item 4) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 (See Item 4) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
11,693,622 (See Item 4) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
11,693,622 (See Item 4) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
6.0% (See Item 4) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
CUSIP No. 29977X105 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
Providence Strategic Growth III-A L.P. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 (See Item 4) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
3,785,594 (See Item 4) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 (See Item 4) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
3,785,594 (See Item 4) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
3,785,594 (See Item 4) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
1.9% (See Item 4) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
CUSIP No. 29977X105 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
PSG PS Co-Investors L.P. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 (See Item 4) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
50,897,217 (See Item 4) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 (See Item 4) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
50,897,217 (See Item 4) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
50,897,217 (See Item 4) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
26.1% (See Item 4) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
CUSIP No. 29977X105 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
Peter Osgood Wilde Jr. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
United States | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 (See Item 4) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
85,464,516 (See Item 4) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 (See Item 4) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
85,464,516 (See Item 4) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
85,464,516 (See Item 4) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
43.7% (See Item 4) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
CUSIP No. 29977X105 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
Mark Edward Hastings | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
United States | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 (See Item 4) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
85,464,516 (See Item 4) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 (See Item 4) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
85,464,516 (See Item 4) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
85,464,516 (See Item 4) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
43.7% (See Item 4) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
Item 1(a). | Name of Issuer: |
EverCommerce, Inc. (“Issuer”)
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
3601 Walnut Street
Suite 400
Denver, CO 80205
Item 2(a). | Name of Person Filing: |
This statement is being filed on behalf of PSG Ultimate GP Managing Member L.L.C. (“PSG Managing Member”), Providence Strategic Growth II L.P. (“PSG II”), Providence Strategic Growth II-A L.P. (“PSG II-A”), Providence
Strategic Growth III L.P. (“PSG III”), Providence Strategic Growth III-A L.P. (“PSG III-A”), PSG PS Co-Investors L.P. (“PSG Co-Invest” and, collectively with PSG II, PSG II-A, PSG III and PSG III-A, “PSG Funds”), Mark Hastings, and Peter Wilde. The
PSG Funds, PSG Managing Member, Mr. Hastings and Mr. Wilde are collectively referred to herein as the “Reporting Persons.”
An agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them is attached hereto as Exhibit 1.
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business address of the Reporting Persons is:
401 Park Drive
Suite 204
Boston, MA 02215
Item 2(c). | Citizenship: |
PSG Managing Member is a Delaware limited liability company. PSG II, PSG II-A, PSG III, PSG III-A, and PSG Co-Invest are Delaware limited partnerships. Mr. Wilde and Mr. Hastings are U.S. citizens.
Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.00001 per share (“Common Stock”), of the Issuer.
Item 2(e). | CUSIP Number: |
29977X105
Item 3. | Not applicable. |
Item 4 | Ownership |
(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer, as of December 31, 2021,
are incorporated herein by reference.
As of December 31, 2021, the Reporting Persons beneficially owned 85,464,516 shares of Common Stock, which includes (i) 10,823,936 by PSG II, (ii) 8,264,147 by PSG II-A, (iii) 11,693,622 by PSG III, (iv) 3,785,594 by
PSG III-A and (v) 50,897,217 by PSG Co-Invest, representing approximately 43.7% of the shares of Common Stock outstanding. The percentage ownership was calculated assuming 195,361,459 shares of Common Stock outstanding as of November 5, 2021, as
reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, filed with the Securities and Exchange Commission on November 7, 2021.
PSG Managing Member is the indirect managing member of the PSG Funds and holds voting and dispositive power over the shares of Common Stock held by the PSG Funds. The members of PSG Managing Member are controlled by
each of Mark Hastings and Peter Wilde, respectively. Each of Mr. Hastings and Mr. Wilde disclaim beneficial ownership of any of the Common Stock held by the PSG Funds, except to the extent of their pecuniary interest therein.
Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
The responses of the Reporting Persons to Items 2(a) and 4 are incorporated herein by reference.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
Item 8. | Identification and Classification of Members of the Group |
The responses of the Reporting Persons to Item 4 is incorporated herein by reference.
Item 9. | Notice of Dissolution of Group |
Not applicable.
Item 10. | Certification |
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022 | ||
By: | /s/ Mark E. Hastings |
Name: | Mark E. Hastings |
By: | /s/ Peter O. Wilde |
| Name: | Peter O. Wilde |
PSG Ultimate GP Managing Member L.L.C. | ||
By: | /s/ Aaron W. Fine |
Name: | Aaron W. Fine | ||
Title: | Authorized Signatory |
Providence Strategic Growth II L.P. | ||
By: | Providence Strategic Growth II GP, L.P., its general partner |
By: | PSG II Ultimate GP L.L.C., its general partner |
By: | /s/ Aaron W. Fine | ||
Name: | Aaron W. Fine | ||
Title: | Authorized Signatory |
Providence Strategic Growth II-A L.P. | ||
By: | Providence Strategic Growth II-A GP, L.P., its general partner | |
By: | PSG II-A Ultimate GP L.L.C., its general partner |
By: | /s/ Aaron W. Fine | ||
| Name: | Aaron W. Fine | |
| Title: | Authorized Signatory | |
Providence Strategic Growth III L.P. |
By: | Providence Strategic Growth III GP L.P., its general partner | |
By: | PSG III Ultimate GP L.L.C., its general partner |
By: | /s/ Aaron W. Fine | ||
Name: | Aaron W. Fine | ||
Title: | Authorized Signatory |
Providence Strategic Growth III-A L.P. |
By: | Providence Strategic Growth III GP L.P., its general partner |
By: | PSG III Ultimate GP L.L.C., its general partner |
By: | /s/ Aaron W. Fine |
Name: | Aaron W. Fine | ||
Title: | Authorized Signatory |
PSG PS Co-Investors L.P. | ||
By: | PSG PS GP L.L.C., its general partner |
By: | Providence Strategic Growth II GP, L.P., its sole member |
By: | PSG II Ultimate GP L.L.C., its general partner |
By: | /s/ Aaron W. Fine |
Name: | Aaron W. Fine | ||
Title: | Authorized Signatory |
EXHIBIT INDEX
Exhibit No. | Description |
1 | Joint Filing Agreement by and among the Reporting Persons |
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of
common stock, $0.00001 par value per share, of EverCommerce, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1). This agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
Dated: February 14, 2022 | ||
By: | /s/ Mark E. Hastings |
Name: | Mark E. Hastings | ||
By: | /s/ Peter O. Wilde |
Name: | Peter O. Wilde | ||
PSG Ultimate GP Managing Member L.L.C. |
By: | /s/ Aaron W. Fine |
Name: | Aaron W. Fine | ||
Title: | Authorized Signatory |
Providence Strategic Growth II L.P. |
By: | Providence Strategic Growth II GP, L.P., its general partner |
By: | PSG II Ultimate GP L.L.C., its general partner |
By: | /s/ Aaron W. Fine |
Name: | Aaron W. Fine | ||
Title: | Authorized Signatory |
Providence Strategic Growth II-A L.P. |
By: | Providence Strategic Growth II-A GP, L.P., its general partner |
By: | PSG II-A Ultimate GP L.L.C., its general partner |
By: | /s/ Aaron W. Fine |
Name: | Aaron W. Fine | ||
Title: | Authorized Signatory |
Providence Strategic Growth III L.P. | ||
By: | Providence Strategic Growth III GP L.P., its general partner | |
By: | PSG III Ultimate GP L.L.C., its general partner | |
By: | /s/ Aaron W. Fine |
Name: | Aaron W. Fine | ||
Title: | Authorized Signatory |
Providence Strategic Growth III-A L.P. | ||
By: | Providence Strategic Growth III GP L.P., its general partner | |
By: | PSG III Ultimate GP L.L.C., its general partner |
By: | /s/ Aaron W. Fine |
Name: | Aaron W. Fine | ||
Title: | Authorized Signatory |
PSG PS Co-Investors L.P. | ||
By: | PSG PS GP L.L.C., its general partner | |
By: | Providence Strategic Growth II GP, L.P., its sole member | |
By: | PSG II Ultimate GP L.L.C., its general partner |
By: | /s/ Aaron W. Fine |
Name: | Aaron W. Fine | ||
Title: | Authorized Signatory |
16