Amended Statement of Changes in Beneficial Ownership (4/a)
08 September 2018 - 1:12AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
CAT ROCK CAPITAL MANAGEMENT LP
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2. Issuer Name
and
Ticker or Trading Symbol
SharpSpring, Inc.
[
SHSP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1 SOUND SHORE DRIVE, SUITE 303
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/19/2018
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(Street)
GREENWICH, CT 06830
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
7/19/2018
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Ordinary Shares
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9/5/2018
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P
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36819
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A
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$13.5718
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1082154
(1)
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I
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(I)
(2)
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Class A Ordinary Shares
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9/6/2018
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P
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14181
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A
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$13.2879
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1096335
(1)
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I
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(I)
(2)
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Class A Ordinary Shares
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9/6/2018
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P
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17119
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A
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$13.1955
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1113454
(1)
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I
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(I)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The filing of this Form 4 shall not be construed as an admission that Cat Rock Capital Management LP, Cat Rock Capital LLC or Alexander S. Captain, the principal of Cat Rock Capital Management LP, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Class A Ordinary Shares (the Common Stock), of SharpSpring, Inc. (the "Issuer") purchased by a certain private investment fund advised by Cat Rock Capital Management LP (the Fund). Pursuant to Rule 16a-1, each of Cat Rock Capital Management LP, Cat Rock Capital LLC and Mr. Captain disclaim such beneficial ownership.
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(2)
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Cat Rock Capital Management LP holds indirectly the shares of the Common Stock of the Issuer through the Fund, for which Cat Rock Capital Management LP serves as the investment adviser. Cat Rock Capital LLC serves as the general partner of Cat Rock Capital Management LP. Alexander S. Captain reports the Common Stock held indirectly by Cat Rock Capital Management LP and Cat Rock Capital LLC because, as the principal of Cat Rock Capital Management LP at the time of the purchase, he controlled the disposition and voting of the securities.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CAT ROCK CAPITAL MANAGEMENT LP
1 SOUND SHORE DRIVE, SUITE 303
GREENWICH, CT 06830
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X
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Signatures
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/S/ Alexander S. Captain
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9/7/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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