| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SharpSpring, Inc. [ SHSP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/01/2021 | ||||||||||||||||||||||||||
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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 | ||||||
| Common stock | 09/01/2021 | D | 674,458 | D | (1) | 0 | I | By: Greenhaven Road Capital Fund 1, L.P.(3) | ||
| Common stock | 09/01/2021 | D | 691,216 | D | (1) | 0 | I | reenhaven Road Capital Fund 1, L.P.(4) | ||
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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 | ||||||||
| Stock option (right to buy) | $10.42 | 09/01/2021 | D | 16,000 | (2) | 08/15/2020 | Common stock | 16,000 | (2) | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger dated June 21, 2021, by and among the registrant, Constant Contact, Inc. ("Parent"), a Delaware corporation, and Groove Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerSub"), as of the effective time of the merger of MergerSub with and into the registrant (the "Merger"), these shares of the registrant's common stock were canceled and converted to the right to receive $17.10 in cash per share (the "Per Share Merger Consideration"). |
| 2. Each of the reporting person's unvested options vested immediately prior to the consummation of the Merger, and each outstanding vested stock option was subsequently canceled, with the reporting person entitled to receive a payment in cash, without interest, equal to the product of (i) the total number of shares subject to the cancelled stock option and (ii) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price per share subject to the cancelled company stock option. |
| 3. Greenhaven Road Capital Fund 1, L.P. ("Greenhaven Fund 1") is a private investment vehicle. Greenhaven Fund 1 directly owns the securities reported herein. Greenhaven Road Investment Management, LP (the "Investment Manager") is the investment manager of Greenhaven Fund 1. MVM Funds, LLC (the "General Partner") is the general partner of Greenhaven Fund 1 and the Investment Manager. Scott Miller is the controlling person of the General Partner. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any. |
| 4. Greenhaven Road Capital Fund 2, L.P. ("Greenhaven Fund 2") is a private investment vehicle. Greenhaven Fund 2 directly owns the securities reported herein. The Investment Manager is the investment manager of Greenhaven Fund 2. The General Partner is the general partner of Greenhaven Fund 2. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any. |
| /s/ Scott Miller, for himself and as the Managing Member of the General Partner (for itself and on behalf of Greenhaven Fund 1, Greenhaven Fund 2 and the Investment Manager) | 09/03/2021 | |
| /s/ Scott Miller, for himself and as the Managing Member of the General Partner (for itself and on behalf of the Investment Manager) | 09/03/2021 | |
| /s/ Scott Miller, for himself and as the Managing Member of the General Partner (for itself and on behalf of Greenhaven Fund 1 and the Investment Manager) | 09/03/2021 | |
| /s/ Scott Miller, for himself and as the Managing Member of the General Partner (for itself and on behalf Greenhaven Fund 2 and the Investment Manager) | 09/03/2021 | |
| ** 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. | ||