INTRODUCTION
This Amendment No. 3 (this Final Amendment) to the Transaction Statement on Schedule 13E-3 (as
amended, the Transaction Statement) is being filed with the U.S. Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), jointly by the following persons (each, a Filing Person, and collectively, the Filing Persons): (1) EngageSmart, Inc., a Delaware corporation (EngageSmart or
the Company) and the issuer of the common stock, par value $0.001 per share (the Company common stock) that is the subject of the Rule 13e-3 transaction; (2) Icefall
Parent, Inc. (formerly known as Icefall Parent, LLC, a Delaware limited liability company) (Parent); (3) Vista Equity Partners Fund VIII, L.P., a Delaware limited partnership; (4) Vista Equity Partners Fund VIII-A, L.P. a Delaware limited partnership; (5) Vista Equity Partners Fund VIII-B, SCSp, a Luxembourg special limited partnership; (6) Vista Equity Partners Fund
VIII GP, L.P., a Delaware limited partnership; (7) VEPF VIII GP, LLC, a Delaware limited liability company; (8) Robert F. Smith; (9) General Atlantic, L.P., a Delaware limited partnership (GA LP); (10) General
Atlantic (IC), L.P., a Delaware limited partnership (GA IC); (11) General Atlantic (IC) SPV, L.P., a Delaware limited partnership (GA IC SPV, and together with GA IC, the GA IC Funds); (12)
General Atlantic Partners 100, L.P., a Delaware limited partnership (GAP 100); (13) General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership (GAP Bermuda EU); (14) GAP Coinvestments
III, LLC, a Delaware limited liability company (GAPCO III); (15) GAP Coinvestments IV, LLC, a Delaware limited liability company (GAPCO IV); (16) GAP Coinvestments V, LLC, a Delaware limited liability company
(GAPCO V); (17) GAP Coinvestments CDA, L.P., a Delaware limited partnership (GAPCO CDA); (18) General Atlantic (SPV) GP, LLC, a Delaware limited liability company (GA SPV); (19) General
Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (GenPar Bermuda); (20) General Atlantic GenPar, L.P., a Delaware limited partnership (GA GenPar) and (21) GAP (Bermuda) L.P., a
Bermuda exempted limited partnership (GAP Bermuda LP, and together with GA LP, GA IC, GA IC SPV, GAP 100, GAP Bermuda EU, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA, GA SPV, GenPar Bermuda and GA GenPar, General
Atlantic).
The Transaction Statement relates to the Agreement and Plan of Merger, dated October 23, 2023 (including all exhibits and
documents attached thereto, and as it may be amended, supplemented or modified, from time to time, the Merger Agreement), by and among EngageSmart, Parent and Icefall Merger Sub, Inc. (Merger Sub), pursuant to
which Merger Sub was merged with and into EngageSmart (the Merger), with EngageSmart continuing as the surviving corporation in the Merger. As a result of the Merger, Merger Sub ceased to exist as an independent entity and,
therefore, is no longer a Filing Person.
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the results of
the transaction that is the subject of the Transaction Statement.
Except as otherwise set forth herein, the information set forth in the Transaction
Statement remains unchanged and is incorporated by reference into this Final Amendment. All information set forth in this Final Amendment should be read together with the information contained or incorporated by reference in the Transaction
Statement.
While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Final Amendment and the Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that, prior to the
Merger, the Company was controlled by any of the Filing Persons or their respective affiliates.
The information concerning the Company
contained in, or incorporated by reference into, the Transaction Statement and the definitive proxy statement filed under Regulation 14A of the Exchange Act with the SEC pursuant to which the Company solicited proxies from the Companys
stockholders in connection with the Merger (as amended, the Proxy Statement) was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, the
Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.
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