SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 6)
DIGITAL
MEDIA SOLUTIONS, INC.
(Name of Issuer)
CLASS
A COMMON STOCK
(Title of Class of Securities)
25401G106
(CUSIP Number)
Prism Data, LLC
Joseph Marinucci, Manager
c/o Digital Media Solutions Holdings, LLC
4800 140th Avenue, Suite 101
Clearwater, FL 33762
Telephone: (727) 287-0428
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 5, 2024
Date of Event Which Requires Filing of this
Statement
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: o
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 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 disclosures provided in a prior cover page. |
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).
(Continued on following pages)
Page 1 of 5
|
1
|
NAMES OF REPORTING PERSONS
Prism Data, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(see instructions)
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS* (see instructions)
OO (See Item 3)
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With |
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
0 shares
|
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
|
10
|
SHARED DISPOSITIVE POWER
0 shares
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0 shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
0%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
Page 2 of 5
|
1
|
NAMES OF REPORTING PERSONS
Joseph Marinucci
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(see instructions)
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS* (see instructions)
OO (See Item 3)
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With |
7
|
SOLE VOTING POWER
444,567 shares (see Item 5 infra)
|
|
8
|
SHARED VOTING POWER
0 shares (see Item 5 infra)
|
|
9
|
SOLE DISPOSITIVE POWER
444,567 shares (see Item 5 infra)
|
|
10
|
SHARED DISPOSITIVE POWER
0 shares (see Item 5 infra)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
444,567 shares (see Item 5 infra)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
9.9% (see Item 5 infra)
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Page 3 of 5
Explanatory Note:
This Amendment No. 6
(this “Amendment”) to the Statement of Beneficial Ownership on Schedule 13D amends the Schedule 13D
filed on July 27, 2020 (as subsequently amended) (the “Schedule 13D”) by Prism Data, LLC (“Prism”)
and Joseph Marinucci (together, the “Reporting Persons”) 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”). Capitalized terms used but not defined in this Amendment have the
meaning set forth in the Schedule 13D. Disclosure items set forth in the Schedule 13D shall remain in effect, except to the extent
expressly amended or superseded by this Amendment.
| Item 3. |
Source and Amount of Funds or Other Consideration. |
On March 5, 2024, Prism
Data, LLC distributed shares of Common Stock to its members (the “Distribution”). The Reporting Person, as a
member of Prism, received 486,970 shares of Common Stock in connection with the Distribution.
| Item 5. |
Interests in Securities of the Issuer. |
Item 5 is hereby amended
and restated in its entirety with the following:
(a) and (b)
All percentages of shares
of Common Stock outstanding contained herein are based on 4,286,712 shares of
Common Stock outstanding as of November 17, 2023 (which consists of (i) 2,765,764 shares of Common Stock as reported on the Issuer’s
Form 10-Q for the quarter ended September 30, 2023, filed on November 14, 2023, and (ii) 1,520,948 shares of Common Stock issued
to Prism Data, LLC on November 17, 2023 in connection with the redemption of the 1,520,948 units of Digital Media Solutions Holdings,
LLC, an indirect subsidiary of the Issuer, held by Prism).
In addition to the shares
of Common Stock owned by Mr. Marinucci (for which he has sole voting and dispositive power), Mr. Marinucci has the sole power to
vote and dispose of (i) 69,552 shares of Common Stock underlying the same number of warrants to purchase shares of Common Stock
owned by him, (ii) 9,386 shares of Common Stock underlying the same number of options to purchase shares of Common Stock owned
by him, and (ii) 114,784 shares of Common Stock issuable upon conversion of shares of Series B Convertible Preferred Stock owned
by Bayonne Holdings LLC, an entity owned and controlled by Mr. Marinucci.
(c) The
Reporting Persons have not engaged in any transaction involving shares of Common Stock during the 60 days prior to the filing of
this Amendment, except for (i) the Distribution, and (ii) immediately following the Distribution, Mr. Marinucci transferred 250,845
shares of Common Stock, warrants to purchase 17,964 shares of Common Stock, and options to purchase 9,386 shares of Common Stock
to his ex-spouse pursuant to a domestic relations order.
(d) No
person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any Common Stock beneficially owned by the Reporting Persons and described in this Item 5.
(e) On
March 5, 2024, Prism Data, LLC ceased to be the beneficial owner of more than five percent of the Common Stock.
Page 4 of 5
SIGNATURE
After reasonable inquiry
and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 5, 2024
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Prism Data LLC |
| |
|
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By:/s/ Joseph Marinucci |
| |
Joseph Marinucci, Manager |
| |
|
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/s/ Joseph Marinucci |
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Joseph Marinucci |
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18
U.S.C. 1001). |
Page 5 of 5
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