SEC Form 4
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*
GENERAL ATLANTIC, L.P.

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EngageSmart, Inc. [ ESMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
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, par value $0.001 per share 01/26/2024 J(1) 43,943,144 D (1) 46,328,396 I See footnote(4)(5)(6)
Common Stock, par value $0.001 per share 01/26/2024 D 46,328,396(2) D $23(3) 0 I See footnote(4)(5)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
GENERAL ATLANTIC, L.P.

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GENERAL ATLANTIC GENPAR, L.P.

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
General Atlantic Partners 100, L.P.

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GAP COINVESTMENTS III, LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GAP COINVESTMENTS IV, LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GAP Coinvestments V, LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.

(Last) (First) (Middle)
2 CHURCH STREET

(Street)
HAMILTON D0 HM11

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
General Atlantic (IC), L.P.

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GAP Coinvestments CDA, L.P.

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
General Atlantic (SPV) GP, LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR

(Street)
NEW YORK NY 10055

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On January 26, 2024, Icefall Merger Sub, Inc., a Delaware corporation (?Merger Sub?) and a wholly owned subsidiary of Icefall Parent, Inc., a Delaware corporation (formerly known as Icefall Parent, LLC, a Delaware limited liability company) (?Parent?), completed its merger (the ?Merger?) with and into EngageSmart, Inc. (the ?Issuer?), pursuant to the terms of the Agreement and Plan of Merger, dated October 23, 2023 (the ?Merger Agreement?), by and among Parent, Merger Sub, and the Issuer. The Issuer was the surviving corporation in the Merger and, as a result, is now a wholly owned subsidiary of Parent. Immediately prior to the effective time of the Merger (the ?Effective Time?), the Reporting Persons contributed and transferred to an entity that indirectly owns 100% of the equity interests of Parent (?TopCo?) 43,943,144 shares of Common Stock in exchange for newly issued equity interests of TopCo .
2. Represents 46,328,396 shares of Common Stock that were disposed of at the Effective Time pursuant to the Merger Agreement.
3. At the Effective Time, each outstanding share of the Issuer's Common Stock was canceled and converted into the right to receive $23.00 in cash, without interest, per share.
4. Reflects securities held directly by General Atlantic (IC), L.P., a Delaware limited partnership ("GA IC") following the closing of the Merger. Each of the following investment funds share beneficial ownership of the shares of Common Stock held by GA IC: General Atlantic Partners 100, L.P., a Delaware limited partnership ("GAP 100"), General Atlantic Partners (Bermuda) EU, L.P., a Bermuda limited partnership ("GAP Bermuda EU"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), GAP Coinvestments V, LLC, a Delaware limited liability company ("GAPCO V"), and GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA", and together with GAP 100, GAP Bermuda EU, GAPCO III, GAPCO IV, and GAPCO V, the "GA Funds") (cont'd in FN5).
5. (cont'd from FN4) The general partner of GA IC is General Atlantic (SPV) GP, LLC, a Delaware limited liability company ("GA SPV"). The general partner of GAP 100 is GA GenPar. The general partner of GAP Bermuda EU is General Atlantic GenPar Bermuda L.P., a Bermuda limited partnership ("GenPar Bermuda"). General Atlantic, L.P., a Delaware limited partnership ("GA LP"), which is controlled by the Management Committee of GASC MGP, LLC, a Delaware limited liability company (the "Management Committee"), is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and GA GenPar, and the sole member of GA SPV. The general partner of GenPar Bermuda is GAP (Bermuda) L.P., a Bermuda limited Partnership ("GAP Bermuda"), which is also controlled by the (cont'd in FN6)
6. (cont'd from FN5) Management Committee. There are eleven members of the Management Committee. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares that each owns of record. Each of the members of the Management Committee disclaims ownership of the shares except to the extent he has a pecuniary interest therein.
Remarks:
GA IC, GA LP, GAP Bermuda, GenPar Bermuda, GA SPV, GA GenPar and the GA Funds may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. // Form 1 of 2
/s/ Michael Gosk 01/29/2024
/s/ Michael Gosk 01/29/2024
/s/ Michael Gosk 01/29/2024
/s/ Michael Gosk 01/29/2024
/s/ Michael Gosk 01/29/2024
/s/ Michael Gosk 01/29/2024
/s/ Michael Gosk 01/29/2024
/s/ Michael Gosk 01/29/2024
/s/ Michael Gosk 01/29/2024
/s/ Michael Gosk 01/29/2024
** 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).
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