Sec Form 13D Filing - Prism Data LLC filing for Digital Media Solutions Inc. (DMS) - 2023-03-06

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:  ☐

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).

* All percentages of Common Stock outstanding contained herein are based on 39,836,114 shares of Class A Common Stock outstanding as of August 5, 2022, as reported in the Form 10-Q filed by the Issuer (as defined below) on August 9, 2022.

* All percentages of Common Stock outstanding contained herein are based on 39,836,114 shares of Class A Common Stock outstanding as of August 5, 2022, as reported in the Form 10-Q filed by the Issuer (as defined below) on August 9, 2022.

EXPLANATORY NOTE

This Amendment No. 4 amends the initial Schedule 13D filed jointly by Prism Data, LLC (“Prism”) and Joseph Marinucci (collectively, the “Reporting Persons”), with the U.S. Securities and Exchange Commission (the “SEC”) on July 27, 2020, as amended by Amendment No. 1 filed with the SEC on July 31, 2020, by Amendment No. 2 filed with the SEC on October 26, 2020 and by Amendment No. 3 filed with the SEC on September 8, 2022, 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in the Schedule 13D (as amended, the “Schedule 13D”) shall remain in effect, except to the extent expressly amended or superseded by this Amendment No. 4.  All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

As previously disclosed on the Amendment No. 3 to the Schedule 13D filed by the Reporting Persons with the SEC on September 8, 2022, Prism delivered a non-binding proposal (the “Proposal”) to the Board of Directors (the “Board”) of the Issuer with respect to an offer by Prism to acquire all of the outstanding shares of Class A Common Stock, $0.0001 par value per share, of the Issuer at a price per share of Class A Common Stock of $2.50 in cash. On March 3, 2023, Prism withdrew its Proposal, following which on March 6, 2023, the Issuer announced that the Board had concluded a process to review strategic alternatives. There are no current plans to make a new proposal.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future review or reconsider their position and/or formulate plans or proposals with respect thereto depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions. The Reporting Persons may take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional shares of Class A Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

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: March 6, 2023