Statement of Ownership (sc 13g)
November 30 2017 - 4:05PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment
No. )
SharpSpring,
Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
820054104
(CUSIP
Number)
November
21, 2017
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
|
Rule
13d-1(b)
|
☒
|
Rule
13d-1(c)
|
☐
|
Rule
13d-1(d)
|
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for purposes 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
Number: 299 759 100
(1)
|
Names
of Reporting Persons
Evercel, Inc.
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
☐
|
|
(b)
|
☐
|
|
(3)
|
SEC
Use Only
|
|
(4)
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
Sole
Voting Power
519,000 shares of Common Stock
|
|
(6)
|
Shared
Voting Power
0
|
|
(7)
|
Sole
Dispositive Power
0 shares of Common Stock
|
|
(8)
|
Shared
Dispositive Power
519,000 shares of Common Stock
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
519,000 shares of Common Stock
|
|
(10)
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
6.15% (based on 8,433,581 shares of the issuer’s common stock outstanding as of November 9, 2017, as disclosed in the issuer’s
Quarterly Report on Form 10-Q for the period ended September 30, 2017 filed on November 13, 2017.)
|
|
(12)
|
Type
of Reporting Person (See Instructions)
CO
|
|
CUSIP
Number: Not Applicable.
(1)
|
Names
of Reporting Persons
Evercel Holdings LLC
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
☐
|
|
(b)
|
☐
|
|
(3)
|
SEC
Use Only
|
|
(4)
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
Sole
Voting Power
0
|
|
(6)
|
Shared
Voting Power
519,000 shares of Common Stock
|
|
(7)
|
Sole
Dispositive Power
0 shares of Common Stock
|
|
(8)
|
Shared
Dispositive Power
519,000 shares of Common Stock
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
519,000 shares of Common Stock
|
|
(10)
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
6.15% (based on 8,433,581 shares of the issuer’s common stock outstanding as of November 9, 2017, as disclosed in the issuer’s
Quarterly Report on Form 10-Q for the period ended September 30, 2017 filed on November 13, 2017.)
|
|
(12)
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
Number: Not Applicable.
(1)
|
Names
of Reporting Persons
Corona Park Investment Partners, LLC
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
☐
|
|
(b)
|
☐
|
|
(3)
|
SEC
Use Only
|
|
(4)
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
Sole
Voting Power
0
|
|
(6)
|
Shared
Voting Power
0
|
|
(7)
|
Sole
Dispositive Power
0
|
|
(8)
|
Shared
Dispositive Power
519,000 shares of Common Stock
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
519,000 shares of Common Stock
|
|
(10)
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
6.15% (based on 8,433,581 shares of the issuer’s common stock outstanding as of November 9, 2017, as disclosed in the issuer’s
Quarterly Report on Form 10-Q for the period ended September 30, 2017 filed on November 13, 2017.)
|
|
(12)
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
Number: Not Applicable.
(1)
|
Names
of Reporting Persons
North Peak Capital GP LLC
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
☐
|
|
(b)
|
☐
|
|
(3)
|
SEC
Use Only
|
|
(4)
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
Sole
Voting Power
0
|
|
(6)
|
Shared
Voting Power
0
|
|
(7)
|
Sole
Dispositive Power
0
|
|
(8)
|
Shared
Dispositive Power
519,000 shares of Common Stock
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
519,000 shares of Common Stock
|
|
(10)
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
6.15% (based on 8,433,581 shares of the issuer’s common stock outstanding as of November 9, 2017, as disclosed in the issuer’s
Quarterly Report on Form 10-Q for the period ended September 30, 2017 filed on November 13, 2017.)
|
|
(12)
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
Number: Not Applicable.
(1)
|
Names
of Reporting Persons
North Peak Capital Partners, LP
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
☐
|
|
(b)
|
☐
|
|
(3)
|
SEC
Use Only
|
|
(4)
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
Sole
Voting Power
291,494 shares of Common Stock
|
|
(6)
|
Shared
Voting Power
0
|
|
(7)
|
Sole
Dispositive Power
291,494 shares of Common Stock
|
|
(8)
|
Shared
Dispositive Power
0
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
291,494 shares of Common Stock
|
|
(10)
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
3.46% (based on 8,433,581 shares of the issuer’s common stock outstanding as of November 9, 2017, as disclosed in the issuer’s
Quarterly Report on Form 10-Q for the period ended September 30, 2017 filed on November 13, 2017.)
|
|
(12)
|
Type
of Reporting Person (See Instructions)
PN
|
Item 1.
|
(a)
|
Name of Issuer
SharpSpring, Inc. (the “Company”)
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
550 SW 2nd Avenue, Gainesville, FL 32601
|
Item 2 (a).
|
Name of Person Filing:
This Schedule 13G is being filed on behalf of Evercel Holdings LLC, a Delaware limited liability company
(“Holdings”) and the members of Holdings, consisting of Evercel, Inc., a Delaware corporation (“Evercel”),
North Peak Capital GP LLC, a Delaware limited liability company (“NPC”), North Peak Capital Partners, LP, a Delaware
limited partnership (“NPCP”) and Corona Park Investment Partners, LLC, a Delaware limited liability company (“CPI”),
together with Holdings, Evercel, NPC and NPCP, collectively, the “Reporting Persons”). The Reporting Persons have
entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit I, pursuant to which the Reporting
Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange
Act of 1934, as amended.
|
Item 2 (b).
|
Address of Principal Business Office or, if none, Residence:
The principal business office of Holdings and Evercel is 228 Park Avenue South; Suite 90959, New York,
NY 10003. The principal business office of CPI is 808 Broadway, New York, NY 10003. The principal business office of NPC and NPCP
is 708 Third Avenue; New York, NY.
|
|
|
Item 2 (c).
|
Citizenship:
Evercel and Holdings are Delaware corporations. NPC and CPI are Delaware limited liability companies.
|
|
|
Item 2 (d)
|
Title of Class of Securities
Common Stock, par value $0.001per share
|
|
|
Item 2 (e)
|
CUSIP Number
820054104
|
|
Item 3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
Not
applicable.
|
(a)
|
☐
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
☐
|
Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
☐
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d)
|
☐
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e)
|
☐
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
|
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
☐
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
The
information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth
in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such
Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 8,433,581 shares
of the issuer’s common stock outstanding as of November 9, 2017, as disclosed in the issuer’s Quarterly Report on
Form 10-Q for the period ended September 30, 2017 filed on November 13, 2017.
The
foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares
of Common Stock owned by another Reporting Person.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: ☐
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company or Control Person
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the Group
|
See
Exhibit I.
|
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
By
signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
November 30, 2017
|
EVERCEL,
INC.
|
|
|
|
|
By:
|
/s/ Daniel Allen
|
|
Name:
|
Daniel
Allen
|
|
Title:
|
President
|
|
|
|
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