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June 23, 2023
Tony Saldana
General Counsel
Digital Media Solutions, Inc.
4800 140th Avenue N., Suite 101
Clearwater, FL
Re:Digital Media Solutions, Inc.
Registration Statement on Form S-3
Response Submitted June 2, 2023
File No. 333-271563
Dear Tony Saldana:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Response Submitted June 2, 2023, page 1
1.We note your response to the comment, including your representation that the
"shareholder approval referenced in the Preliminary Information Statement and Definitive
Information Statement relates solely to provisions in the Certificate of Designations
governing the Preferred Stock and in the Warrants that prohibit the Selling Shareholders
from converting into or exercising for a number of shares of Class A Common Stock in
excess of amounts permitted under NYSE rules and regulations absent shareholder
approval."  However, you state in "Reasons for Approval of the Issuance" on page 4 of the
information statement, which you refer to in your response, that "stockholders holding a
majority of the outstanding voting power of the Company must approve the Issuance
because the number of shares of Class A Common Stock issuable upon conversion of the

 FirstName LastNameTony Saldana
 Comapany NameDigital Media Solutions, Inc.
 June 23, 2023 Page 2
 FirstName LastName
Tony Saldana
Digital Media Solutions, Inc.
June 23, 2023
Page 2
shares of Preferred Stock and exercise of Warrants issued pursuant to the SPA would
exceed" the thresholds under the NYSE rules; in this regard we note that "Issuance"
includes the issuance of the Preferred Stock and Warrants. In both cases, the quoted
language above appears to reference Rule 312.03 of the NYSE Listed Company Manual,
which requires "shareholder approval. . . prior to the issuance of common stock, or of
securities convertible into or exercisable for common stock, in any transaction or series of
related transactions if. . . the common stock has, or will upon issuance, voting power equal
to or in excess of 20 percent of the voting power outstanding before the issuance of such
stock or of securities convertible into or exercisable for common stock" (emphasis added).
It therefore appears that, per the NYSE rules you were required to, and per the disclosure
in your information statement you intended to, seek shareholder approval of the issuance
of the convertible securities. It further appears that the certificates of designation require
you to obtain the shareholder approval already required by the NYSE rules.
If you issued the securities in violation of the NYSE rules, please advise us as to what
actions you plan to take with respect to the Form S-3. If you do not believe you issued the
securities in violation of the NYSE rules, please provide us with a thorough legal analysis
of the basis of such belief.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Rucha Pandit at 202-551-6022 or Lilyanna Peyser at 202-551-3222 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeremy Moore