FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

North Peak Capital Management, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/9/2019 

3. Issuer Name and Ticker or Trading Symbol

SharpSpring, Inc. [SHSP]

(Last)        (First)        (Middle)

708 THIRD AVENUE, FLOOR 5

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ Member of 10% Group

(Street)

NEW YORK, NY 10017       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   114641   I   By North Peak Capital Partners, L.P.   (1) (2) (3)
Common Stock   176853   I   By North Peak Capital Partners II, L.P.   (1) (2) (3)
Common Stock   1241635   I   By SHSP Holdings, LLC   (1) (2) (3) (4) (5)
Common Stock   519304   I   By Evercel Holdings, LLC   (1) (2) (3) (4) (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  This Form 3 is being jointly filed by and on behalf of each of North Peak Capital Partners, L.P., a Delaware limited partnership ("NPCP"), North Peak Capital Partners II, L.P., a Delaware limited partnership ("NPCP II"), and North Peak Capital Management, LLC, a Delaware limited liability company ("NPCM"). NPCM is the investment manager of, and may be deemed to beneficially own certain securities owned by, each of NPCP and NPCP II.
(2)  Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
(3)  Each reporting person, among others, may be deemed to be a member of a group with respect to SharpSpring, Inc. (the "Issuer") or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
(4)  SHSP Holdings LLC, a Delaware limited liability company ("SHSP Holdings"), Evercel, Inc., a Delaware corporation ("Evercel"), Corona Park Investment Partners, LLC, a Delaware limited liability company ("CPIP"), and Daniel Allen have entered into an informal understanding with NPCM, NPCP and NPCP II that, to the extent one party sells shares of common stock of the Issuer, par value $0.001 per share ("Shares"), the other parties will be permitted to sell Shares on a pro rata basis. NPCM has entered into an agreement whereby NPCM has been granted a profits interest with respect to any appreciation in value of the Shares owned directly by SHSP Holdings and/or Evercel Holdings LLC; provided, that NPCM and each of the other reporting persons disclaims beneficial ownership of the Shares owned directly by SHSP Holdings and/or Evercel Holdings LLC, except to the extent of the pecuniary interest of such reporting person in such Shares.
(5)  Represents Shares owned directly by SHSP Holdings. CPIP is a member and sole manager of SHSP Holdings. Mr. Allen is the manager of CPIP. Evercel is a member of SHSP Holdings. Each reporting person disclaims beneficial ownership of the Shares owned directly by SHSP Holdings, except to the extent of the pecuniary interest of such person in such Shares.
(6)  Represents Shares owned directly by Evercel Holdings LLC. CPIP is a member of Evercel Holdings LLC. Mr. Allen is the manager of CPIP. Evercel is a member and the manager of Evercel Holdings LLC. Each reporting person disclaims beneficial ownership of the Shares owned directly by Evercel Holdings LLC, except to the extent of the pecuniary interest of such person in such Shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
North Peak Capital Management, LLC
708 THIRD AVENUE
FLOOR 5
NEW YORK, NY 10017



Member of 10% Group
North Peak Capital Partners II, LP
708 THIRD AVENUE
FLOOR 5
NEW YORK, NY 10003



Member of 10% Group
North Peak Capital Partners, LP
708 THIRD AVENUE
FLOOR 5
NEW YORK, NY 10003



Member of 10% Group

Signatures
/s/ Michael Lorch, NORTH PEAK CAPITAL PARTNERS, L.P. 5/20/2019
** Signature of Reporting Person Date

/s/ Michael Lorch, NORTH PEAK CAPITAL PARTNERS II, L.P. 5/20/2019
** Signature of Reporting Person Date

/s/ Michael Lorch, NORTH PEAK CAPITAL MANAGEMENT, LLC 5/20/2019
** 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 5(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 control number.
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