0000950142-24-000235.txt : 20240129
0000950142-24-000235.hdr.sgml : 20240129
20240129181501
ACCESSION NUMBER: 0000950142-24-000235
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240126
FILED AS OF DATE: 20240129
DATE AS OF CHANGE: 20240129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GENERAL ATLANTIC, L.P.
CENTRAL INDEX KEY: 0001017645
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40835
FILM NUMBER: 24575256
BUSINESS ADDRESS:
STREET 1: 55 EAST 52ND STREET
STREET 2: 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
BUSINESS PHONE: 212 715 4000
MAIL ADDRESS:
STREET 1: 55 EAST 52ND STREET
STREET 2: 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
FORMER NAME:
FORMER CONFORMED NAME: GENERAL ATLANTIC L.P.
DATE OF NAME CHANGE: 20210803
FORMER NAME:
FORMER CONFORMED NAME: GENERAL ATLANTIC LLC
DATE OF NAME CHANGE: 20050322
FORMER NAME:
FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC
DATE OF NAME CHANGE: 19960626
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GAP COINVESTMENTS III, LLC
CENTRAL INDEX KEY: 0001282203
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40835
FILM NUMBER: 24575253
BUSINESS ADDRESS:
STREET 1: 55 EAST 52ND STREET, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
BUSINESS PHONE: 212 715 4000
MAIL ADDRESS:
STREET 1: 55 EAST 52ND STREET, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
FORMER NAME:
FORMER CONFORMED NAME: GAP COINVESTMENTS III LLC
DATE OF NAME CHANGE: 20061127
FORMER NAME:
FORMER CONFORMED NAME: GAP COINVESTMENTS III LLC
DATE OF NAME CHANGE: 20040304
FORMER NAME:
FORMER CONFORMED NAME: GAP COINVESTMENTS PARTNERS III LLC
DATE OF NAME CHANGE: 20040301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GAP COINVESTMENTS IV, LLC
CENTRAL INDEX KEY: 0001282372
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40835
FILM NUMBER: 24575252
BUSINESS ADDRESS:
STREET 1: 55 EAST 52ND STREET, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
BUSINESS PHONE: 212 715 4000
MAIL ADDRESS:
STREET 1: 55 EAST 52ND STREET, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
FORMER NAME:
FORMER CONFORMED NAME: GAP COINVESTMENTS IV LLC
DATE OF NAME CHANGE: 20061127
FORMER NAME:
FORMER CONFORMED NAME: GAP COINVESTMENTS IV LLC
DATE OF NAME CHANGE: 20040304
FORMER NAME:
FORMER CONFORMED NAME: GAP COINVESTMENTS PARTNERS IV LLC
DATE OF NAME CHANGE: 20040302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GAP Coinvestments CDA, L.P.
CENTRAL INDEX KEY: 0001356474
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40835
FILM NUMBER: 24575247
BUSINESS ADDRESS:
STREET 1: 55 EAST 52ND STREET, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
BUSINESS PHONE: 212 715 4000
MAIL ADDRESS:
STREET 1: 55 EAST 52ND STREET, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GENERAL ATLANTIC GENPAR, L.P.
CENTRAL INDEX KEY: 0001467926
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40835
FILM NUMBER: 24575255
BUSINESS ADDRESS:
STREET 1: 55 EAST 52ND STREET, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
BUSINESS PHONE: 212 715 4000
MAIL ADDRESS:
STREET 1: 55 EAST 52ND STREET, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: General Atlantic (IC), L.P.
CENTRAL INDEX KEY: 0001881880
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40835
FILM NUMBER: 24575248
BUSINESS ADDRESS:
STREET 1: C/O GENERAL ATLANTIC SERVICE CO., L.P.
STREET 2: 55 EAST 52ND STREET, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
BUSINESS PHONE: (212) 715-4000
MAIL ADDRESS:
STREET 1: C/O GENERAL ATLANTIC SERVICE CO., L.P.
STREET 2: 55 EAST 52ND STREET, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: General Atlantic Partners 100, L.P.
CENTRAL INDEX KEY: 0001704892
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40835
FILM NUMBER: 24575254
BUSINESS ADDRESS:
STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LP
STREET 2: 55 EAST 52ND STREET, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
BUSINESS PHONE: 212-715-4000
MAIL ADDRESS:
STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LP
STREET 2: 55 EAST 52ND STREET, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: General Atlantic (SPV) GP, LLC
CENTRAL INDEX KEY: 0001793940
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40835
FILM NUMBER: 24575249
BUSINESS ADDRESS:
STREET 1: 55 EAST 52ND STREET, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
BUSINESS PHONE: 2127154000
MAIL ADDRESS:
STREET 1: 55 EAST 52ND STREET, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GAP Coinvestments V, LLC
CENTRAL INDEX KEY: 0001793941
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40835
FILM NUMBER: 24575251
BUSINESS ADDRESS:
STREET 1: 55 EAST 52ND STREET, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
BUSINESS PHONE: 2127154000
MAIL ADDRESS:
STREET 1: 55 EAST 52ND STREET, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
CENTRAL INDEX KEY: 0001467927
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40835
FILM NUMBER: 24575250
BUSINESS ADDRESS:
STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
STREET 2: 55 EAST 52ND ST. 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
BUSINESS PHONE: 212 715 4000
MAIL ADDRESS:
STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
STREET 2: 55 EAST 52ND ST. 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: EngageSmart, Inc.
CENTRAL INDEX KEY: 0001863105
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 30 BRAINTREE HILL OFFICE PARK
STREET 2: SUITE 101
CITY: BRAINTREE
STATE: MA
ZIP: 02184
BUSINESS PHONE: (781) 848-3733
MAIL ADDRESS:
STREET 1: 30 BRAINTREE HILL OFFICE PARK
STREET 2: SUITE 101
CITY: BRAINTREE
STATE: MA
ZIP: 02184
FORMER COMPANY:
FORMER CONFORMED NAME: EngageSmart, LLC
DATE OF NAME CHANGE: 20210519
4
1
es240442712_4-esmt1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-01-26
1
0001863105
EngageSmart, Inc.
ESMT
0001017645
GENERAL ATLANTIC, L.P.
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK
NY
10055
1
0
1
0
0001467926
GENERAL ATLANTIC GENPAR, L.P.
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK
NY
10055
1
0
1
0
0001704892
General Atlantic Partners 100, L.P.
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK
NY
10055
1
0
1
0
0001282203
GAP COINVESTMENTS III, LLC
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK
NY
10055
1
0
1
0
0001282372
GAP COINVESTMENTS IV, LLC
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK
NY
10055
1
0
1
0
0001793941
GAP Coinvestments V, LLC
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK
NY
10055
1
0
1
0
0001467927
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
2 CHURCH STREET
HAMILTON
D0
HM11
BERMUDA
1
0
1
0
0001881880
General Atlantic (IC), L.P.
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK
NY
10055
1
0
1
0
0001356474
GAP Coinvestments CDA, L.P.
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK
NY
10055
1
0
1
0
0001793940
General Atlantic (SPV) GP, LLC
C/O GENERAL ATLANTIC SERVICE CO.,L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK
NY
10055
1
0
1
0
0
Common Stock, par value $0.001 per share
2024-01-26
4
J
0
43943144
D
46328396
I
See footnote
Common Stock, par value $0.001 per share
2024-01-26
4
D
0
46328396
23.00
D
0
I
See footnote
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 .
Represents 46,328,396 shares of Common Stock that were disposed of at the Effective Time pursuant to the Merger Agreement.
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.
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).
(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)
(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.
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
2024-01-29
/s/ Michael Gosk
2024-01-29
/s/ Michael Gosk
2024-01-29
/s/ Michael Gosk
2024-01-29
/s/ Michael Gosk
2024-01-29
/s/ Michael Gosk
2024-01-29
/s/ Michael Gosk
2024-01-29
/s/ Michael Gosk
2024-01-29
/s/ Michael Gosk
2024-01-29
/s/ Michael Gosk
2024-01-29