UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

_______________________

Digital Media Solutions, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

25401G106

(CUSIP Number)

Joseph Marinucci, Manager

Prism Data, LLC

c/o Digital Media Solutions Holdings, LLC
4800 140th Avenue N., Suite 101

Clearwater, FL 33762

727.287.0428

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 29, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 25401G106

* All percentages of Common Stock outstanding contained herein are based on 32,293,793 shares of Class A Common Stock outstanding as of July 17, 2020, as reported in the Amendment No. 1 to the Current Report on Form 8-K/A, filed by the Issuer (as defined below) on July 20, 2020.

CUSIP No. 25401G106

EXPLANATORY NOTE

This Amendment No. 1 amends the initial Schedule 13D filed jointly by Prism Data, LLC and Joseph Marinucci (collectively, the “Reporting Persons”), with the U.S. Securities and Exchange Commission (the “SEC”) on July 27, 2020 (the “Schedule 13D”), with respect to the Class A common stock, par value $0.0001 per share (the “Common Stock” or “Class A Common Stock”) of Digital Media Solutions, Inc., a Delaware corporation (the “Issuer”). Disclosure items set forth in the Schedule 13D shall remain in effect, except to the extent expressly amended or superseded by this Amendment No. 1. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Schedule 13D.

Item 3 is hereby amended to add the following:

On July 29, 2020, Prism transferred 538,912 and 538,911 Seller Warrants to purchase an equal number of shares of Class A Common Stock to Joseph Marinucci and Fernando Borghese, respectively, in accordance with the Third Amended and Restated Limited Liability Company Operating Agreement of Prism, dated as of July 15, 2020.

Item 5 is hereby amended and restated in its entirety with the following:

(a) and (b)

All percentages of Common Stock outstanding contained herein are based on 32,293,793 shares of Class A Common Stock outstanding as of the close of business on July 17, 2020.

Prism and Clairvest, as parties to the Director Nomination Agreement, may be deemed part of a “group” within the meaning of Section 13(d)(3) of the Act. Accordingly, such group collectively may beneficially own 56.8% of the 32,293,793 shares of Class A Common Stock outstanding. Shares of Common Stock listed as beneficially owned by Prism exclude shares of Common Stock held by any of the other parties to the Director Nomination Agreement, as to which Prism disclaims beneficial ownership.

Prism may be deemed to beneficially own and share the power to vote an aggregate of 18,860,131 shares of Common Stock, which represents 56.8% of the Common Stock outstanding, consisting of the (i) 17,937,954 shares of Class A Common Stock and (ii) 922,177 Seller Warrants held directly by the Clairvest Funds.

Mr. Marinucci, as manager of Prism, may be deemed to beneficially own and share the power to vote the 18,860,131 shares of Common Stock, which represents 56.8% of the Common Stock outstanding, that is deemed to be beneficially owned by Prism. In addition, Mr. Marinucci has the sole power to dispose of 538,912 shares of Class A Common Stock underlying the same number of warrants to purchase shares of Class A Common Stock, which he holds directly.

(c)          Except for the transactions pursuant to the agreements described in Item 4 of this Schedule 13D, the Reporting Persons have not engaged in any transaction during the past 60 days involving shares of Common Stock.

(d)          No person other than the Clairvest Funds are known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock beneficially owned by the Reporting Persons and described in this Item 5.

(e)          Not applicable.

Item 6 is hereby amended to add the following:

On July 29, 2020, Joseph Marinucci and Fernando Borghese each executed a joinder to become a party and subject to the Lock-Up Agreement, which was acknowledged and agreed to by the Issuer.

The foregoing description of the joinders to the Lock-Up Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the joinders, copies of which are included as Exhibit 99.10 and 99.11 to this Amendment No. 1 and are incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: July 31, 2020

Exhibit 99.10

JOINDER TO LOCK-UP AGREEMENT

Reference is made to the Lock-Up Agreement, dated July 15, 2020 (the “Agreement”), by and among Digital Media Solutions, Inc. CEP V DMS US Blocker Company, Prism Data, LLC, CEP V-A DMS AIV Limited Partnership, Clairvest Equity Partners V Limited Partnership and CEP V Co-Investment Limited Partnership. Each capitalized term used but not defined herein has the meaning given to it in the Agreement. On the date hereof, the undersigned has received Restricted Securities as a Permitted Transferee, and in accordance with Section 1 of the Agreement, the undersigned hereby agrees to become a party to the Lock-Up Agreement and acknowledge and agrees that it has received and will hold such Restricted Securities subject to the applicable provisions of the Agreement.

 Exhibit 99.11

JOINDER TO LOCK-UP AGREEMENT

Reference is made to the Lock-Up Agreement, dated July 15, 2020 (the “Agreement”), by and among Digital Media Solutions, Inc. CEP V DMS US Blocker Company, Prism Data, LLC, CEP V-A DMS AIV Limited Partnership, Clairvest Equity Partners V Limited Partnership and CEP V Co-Investment Limited Partnership. Each capitalized term used but not defined herein has the meaning given to it in the Agreement. On the date hereof, the undersigned has received Restricted Securities as a Permitted Transferee, and in accordance with Section 1 of the Agreement, the undersigned hereby agrees to become a party to the Lock-Up Agreement and acknowledge and agrees that it has received and will hold such Restricted Securities subject to the applicable provisions of the Agreement.