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*
North Peak Capital Management, LLC

(Last) (First) (Middle)
155 EAST 44TH STREET
5TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SharpSpring, Inc. [ SHSP ]
5. 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
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2019
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 06/17/2019 S 114,641 D $12.25(1)(2) 0 I By North Peak Capital Partners, L.P.(3)(4)
Common Stock, par value $0.001 06/17/2019 S 176,853 D $12.25(1)(2) 0 I By North Peak Capital Partners II, L.P.(3)(4)
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*
North Peak Capital Management, LLC

(Last) (First) (Middle)
155 EAST 44TH STREET
5TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Peak Capital Partners II, LP

(Last) (First) (Middle)
155 EAST 44TH STREET, 5TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Peak Capital Partners, LP

(Last) (First) (Middle)
155 EAST 44TH STREET, 5TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to an underwriting agreement dated June 13, 2019 (the "Underwriting Agreement") by and among SharpSpring, Inc. (the "Issuer"), Canaccord Genuity LLC, Roth Capital Partners, LLC, Daniel C. Allen, North Peak Capital Partners, LP, a Delaware limited partnership ("NPCP"), North Peak Capital Partners II, LP, a Delaware limited partnership ("NPCP II"), SHSP Holdings, LLC, and Evercel Holdings, LLC, as discussed in the Issuer's prospectus supplement dated June 13, 2019, supplementing the Issuer's registration statement on Form S-3 (File No. 333-231758) filed with the Securities and Exchange Commission on May 24, 2019, NPCP and NPCP II sold 114,641 shares, and 176,853 shares, respectively, of the Issuer's common stock on June 17, 2019.
2. The price per share reflects the public offering price of $13.00 less an underwriting discount of $0.7475 per share pursuant to the Underwriting Agreement. Following the sale of the shares pursuant to the Underwriting Agreement, none of the reporting persons own any shares of common stock of the Issuer.
3. This statement is being jointly filed by and on behalf of each of NPCP, 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.
4. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended 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 reporting person in such securities.
/s/ Michael Lorch, NORTH PEAK CAPITAL PARTNERS, L.P. 06/19/2019
/s/ Michael Lorch, NORTH PEAK CAPITAL PARTNERS II, L.P. 06/19/2019
/s/ Michael Lorch, NORTH PEAK CAPITAL MANAGEMENT, LLC 06/19/2019
** 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 4 (b)(v).
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