SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* North Peak Capital Management, LLC (Last) (First) (Middle) 708 THIRD AVENUE FLOOR 5 (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/09/2019	3. Issuer Name and Ticker or Trading Symbol SharpSpring, Inc. [ SHSP ]
		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	5. 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 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	114,641	I	By North Peak Capital Partners, L.P.(1)(2)(3)
Common Stock	176,853	I	By North Peak Capital Partners II, L.P.(1)(2)(3)
Common Stock	1,241,635	I	By SHSP Holdings, LLC(1)(2)(3)(4)(5)
Common Stock	519,304	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 Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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

1. Name and Address of Reporting Person* North Peak Capital Management, LLC (Last) (First) (Middle) 708 THIRD AVENUE FLOOR 5 (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% Group

1. Name and Address of Reporting Person* North Peak Capital Partners II, LP (Last) (First) (Middle) 708 THIRD AVENUE FLOOR 5 (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% Group

1. Name and Address of Reporting Person* North Peak Capital Partners, LP (Last) (First) (Middle) 708 THIRD AVENUE FLOOR 5 (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% Group

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.

	/s/ Michael Lorch, NORTH PEAK CAPITAL PARTNERS, L.P.	05/20/2019
	/s/ Michael Lorch, NORTH PEAK CAPITAL PARTNERS II, L.P.	05/20/2019
	/s/ Michael Lorch, NORTH PEAK CAPITAL MANAGEMENT, LLC	05/20/2019
	** Signature of Reporting Person	Date
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