4//SEC Filing
Leo Investors Limited Partnership 4
Accession 0000899243-20-019598
CIK 0001725134other
Filed
Jul 16, 8:00 PM ET
Accepted
Jul 17, 9:58 PM ET
Size
8.2 KB
Accession
0000899243-20-019598
Insider Transaction Report
Form 4
Leo Investors Limited Partnership
10% Owner
Transactions
- Other
Class A Common Stock
2020-07-15−1,897,282→ 3,012,718 total
Leo Investors General Partner Ltd
10% Owner
Transactions
- Other
Class A Common Stock
2020-07-15−1,897,282→ 3,012,718 total
Footnotes (2)
- [F1]In connection with the Business Combination Agreement, dated April 23, 2020, by and among Leo Holdings Corp. ("Leo"), Digital Media Solutions LLC ("DMS"), and the other parties thereto, Leo domesticated as a Delaware corporation (the "Domestication") and changed its name to "Digital Media Solutions, Inc." In connection with the Domestication, the Class B ordinary shares, par value $0.0001 of Leo held by Leo Investors Limited Partnership ("LP") were automatically converted into shares of Class A common stock, par value $0.0001 per share, on a one-for-one basis. Simultaneously, pursuant to the Amended and Restated Sponsor Shares and Warrant Surrender Agreement (the "Surrender Agreement") between Leo, LP and certain other parties, LP agreed to forfeit and surrender for no consideration 1,897,282 Class B ordinary shares of Leo. After giving effect to this transaction, LP will own less than 10% of the outstanding common stock of the issuer.
- [F2]This Form 4 is being filed jointly by and on behalf of LP and Leo Investors General Partner Limited ("GP"). LP is controlled by GP, its general partner. GP is governed by a three member board of directors. Each director has one vote, and the approval of a majority of the directors is required to approve an action of GP. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Based upon the foregoing analysis, no individual director of GP exercises voting or dispositive control over any of the securities held by LP. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.
Documents
Issuer
Digital Media Solutions, Inc.
CIK 0001725134
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001728161
Filing Metadata
- Form type
- 4
- Filed
- Jul 16, 8:00 PM ET
- Accepted
- Jul 17, 9:58 PM ET
- Size
- 8.2 KB