EngageSmart (ESMT) director General Atlantic Partners (Bermuda) EU returned to the company 46,328,396 shares at $23.00

Insider transactions reported

General Atlantic Partners (Bermuda) EU, L.P. (director at EngageSmart Inc., ESMT) reported that they returned to the company 46,328,396 shares at $23.00, and disposed of 43,943,144 shares on Jan 26, 2024. After these transactions the filing shows 0 shares held indirectly (See footnote).

Reporting person

General Atlantic Partners (Bermuda) EU, L.P.

Holdings before and after

• Common Stock, par value $0.001 per share: 90,271,540 to 0 indirect, See footnote

Footnotes from the filing

1. 1. On January 26, 2024, Icefall Merger Sub, Inc., a Delaware corporation (?Merger Sub?) and a wholly owned subsidiary of Icefall Parent, Inc., a Delaware corporation (formerly known as Icefall Parent, LLC, a Delaware limited liability company) (?Parent?), completed its merger (the ?Merger?) with and into EngageSmart, Inc. (the ?Issuer?), pursuant to the terms of the Agreement and Plan of Merger, dated October 23, 2023 (the ?Merger Agreement?), by and among Parent, Merger Sub, and the Issuer. The Issuer was the surviving corporation in the Merger and, as a result, is now a wholly owned subsidiary of Parent. Immediately prior to the effective time of the Merger (the ?Effective Time?), the Reporting Persons contributed and transferred to an entity that indirectly owns 100% of the equity interests of Parent (?TopCo?) 43,943,144 shares of Common Stock in exchange for newly issued equity interests of TopCo .
2. 2. Represents 46,328,396 shares of Common Stock that were disposed of at the Effective Time pursuant to the Merger Agreement.
3. 3. At the Effective Time, each outstanding share of the Issuer's Common Stock was canceled and converted into the right to receive $23.00 in cash, without interest, per share.
4. 4. Reflects securities held directly by General Atlantic (IC), L.P., a Delaware limited partnership ( GA IC ) following the closing of the Merger. Each of the following investment funds share beneficial ownership of the shares of Common Stock held by GA IC: General Atlantic Partners 100, L.P., a Delaware limited partnership ( GAP 100 ), General Atlantic Partners (Bermuda) EU, L.P., a Bermuda limited partnership ( GAP Bermuda EU ), GAP Coinvestments III, LLC, a Delaware limited liability company ( GAPCO III ), GAP Coinvestments IV, LLC, a Delaware limited liability company ( GAPCO IV ), GAP Coinvestments V, LLC, a Delaware limited liability company ( GAPCO V ), and GAP Coinvestments CDA, L.P., a Delaware limited partnership ( GAPCO CDA , and together with GAP 100, GAP Bermuda EU, GAPCO III, GAPCO IV, and GAPCO V, the GA Funds ) (cont'd in FN5).
5. 5. (cont'd from FN4) The general partner of GA IC is General Atlantic (SPV) GP, LLC, a Delaware limited liability company ( GA SPV ). The general partner of GAP 100 is GA GenPar. The general partner of GAP Bermuda EU is General Atlantic GenPar Bermuda L.P., a Bermuda limited partnership ( GenPar Bermuda ). General Atlantic, L.P., a Delaware limited partnership ( GA LP ), which is controlled by the Management Committee of GASC MGP, LLC, a Delaware limited liability company (the Management Committee ), is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and GA GenPar, and the sole member of GA SPV. The general partner of GenPar Bermuda is GAP (Bermuda) L.P., a Bermuda limited Partnership ( GAP Bermuda ), which is also controlled by the (cont'd in FN6)
6. 6. (cont'd from FN5) Management Committee. There are eleven members of the Management Committee. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares that each owns of record. Each of the members of the Management Committee disclaims ownership of the shares except to the extent he has a pecuniary interest therein.

Transaction codes in this filing

Sale back to the company:

Code D marks a disposition back to the company under an exempt plan, as opposed to a sale in the market.

Other acquisition or disposition:

Code J marks a transaction that fits no other code. The footnotes describe what happened.

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