FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BTRS Holdings Inc. [ BTRS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/06/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class 1 Common Stock | 07/06/2021 | S | 3,151,895 | D | $11.7294 | 28,367,064 | I | See footnotes(1)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On July 6, 2021, each of Bain Capital Venture Fund 2012, L.P. ("BCV Fund 2012"), BCIP Venture Associates ("BCIP Venture") and BCIP Venture Associates-B ("BCIP Venture-B" and, together with BCV Fund 2012 and BCIP Venture, the "Bain Capital Venture Entities") sold 2,856,323, 278,960 and 16,612 shares of the Issuer's Class 1 Common Stock, respectively, in an underwritten public offering. Following such sale, BCV Fund 2012, BCIP Venture and BCIP Venture-B held 25,706,922, 2,510,636 and 149,506 shares of the Issuer's Class 1 Common Stock, respectively. |
2. Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2012, L.P. ("BCV Partners 2012"), which is the general partner of BCV Fund 2012. Boylston Coinvestors, LLC is the managing partner of each of BCIP Venture and BCIP Venture-B. The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal. As a result, each of BCVI, BCV Partners 2012 and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the shares of the Issuer's Class 1 Common Stock held by the Bain Capital Venture Entities. Each of BCVI, BCV Partners 2012 and Messrs. Salem and Agarwal disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. |
Remarks: |
Bain Capital Venture Investors, LLC, By: /s/ Matthew C. Harris, Title: Managing Director | 07/08/2021 | |
Bain Capital Venture Fund 2012, L.P., By: Bain Capital Venture Partners 2012, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director | 07/08/2021 | |
Bain Capital Venture Partners 2012, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director | 07/08/2021 | |
BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory | 07/08/2021 | |
BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory | 07/08/2021 | |
/s/ Enrique T. Salem | 07/08/2021 | |
/s/ Ajay Agarwal | 07/08/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |