0000899243-22-039147.txt : 20221220
0000899243-22-039147.hdr.sgml : 20221220
20221220204240
ACCESSION NUMBER: 0000899243-22-039147
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221216
FILED AS OF DATE: 20221220
DATE AS OF CHANGE: 20221220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Salem Enrique T
CENTRAL INDEX KEY: 0001295402
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38947
FILM NUMBER: 221476343
MAIL ADDRESS:
STREET 1: SYMANTEC CORPORATION
STREET 2: 20330 STEVENS CREEK BLVD.
CITY: CUPERTINO
STATE: CA
ZIP: 95014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAIN CAPITAL VENTURE INVESTORS, LLC
CENTRAL INDEX KEY: 0001309469
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38947
FILM NUMBER: 221476348
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BCIP Venture Associates
CENTRAL INDEX KEY: 0001408649
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38947
FILM NUMBER: 221476345
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BCIP VENTURE ASSOCIATES-B
CENTRAL INDEX KEY: 0001408676
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38947
FILM NUMBER: 221476344
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2878
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bain Capital Venture Fund 2012, L.P.
CENTRAL INDEX KEY: 0001540349
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38947
FILM NUMBER: 221476347
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL VENTURE PARTNERS, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON ST.
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL VENTURE PARTNERS, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON ST.
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bain Capital Venture Partners 2012, L.P.
CENTRAL INDEX KEY: 0001540350
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38947
FILM NUMBER: 221476346
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL VENTURE PARTNERS, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON ST.
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL VENTURE PARTNERS, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON ST.
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Agarwal Ajay
CENTRAL INDEX KEY: 0001708763
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38947
FILM NUMBER: 221476342
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL VENTURE INVESTORS, LLC
STREET 2: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BTRS Holdings Inc.
CENTRAL INDEX KEY: 0001774155
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
IRS NUMBER: 833780685
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1009 LENOX DRIVE
STREET 2: SUITE 101
CITY: LAWRENCEVILLE
STATE: NJ
ZIP: 08648
BUSINESS PHONE: 6092351010
MAIL ADDRESS:
STREET 1: 1009 LENOX DRIVE
STREET 2: SUITE 101
CITY: LAWRENCEVILLE
STATE: NJ
ZIP: 08648
FORMER COMPANY:
FORMER CONFORMED NAME: South Mountain Merger Corp.
DATE OF NAME CHANGE: 20190417
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-12-16
1
0001774155
BTRS Holdings Inc.
BTRS
0001309469
BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET
BOSTON
MA
02116
1
0
1
0
0001540349
Bain Capital Venture Fund 2012, L.P.
200 CLARENDON STREET
BOSTON
MA
02116
1
0
1
0
0001540350
Bain Capital Venture Partners 2012, L.P.
200 CLARENDON STREET
BOSTON
MA
02116
1
0
1
0
0001408649
BCIP Venture Associates
200 CLARENDON STREET
BOSTON
MA
02116
1
0
1
0
0001408676
BCIP VENTURE ASSOCIATES-B
200 CLARENDON STREET
BOSTON
MA
02116
1
0
1
0
0001295402
Salem Enrique T
C/O BAIN CAPITAL VENTURE INVESTORS
200 CLARENDON STREET
BOSTON
MA
02116
1
0
1
0
0001708763
Agarwal Ajay
C/O BAIN CAPITAL VENTURE INVESTORS
200 CLARENDON STREET
BOSTON
MA
02116
1
0
1
0
Class 1 Common Stock
2022-12-16
4
J
0
6578947
D
21788117
I
See footnotes
Class 1 Common Stock
2022-12-16
4
D
0
21788117
9.50
D
0
I
See footnotes
On December 16, 2022, Bullseye FinCo, Inc. (the "Buyer") acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Bullseye Merger Sub, Inc., a direct, wholly owned subsidiary of Buyer ("Merger Sub"), dated as of September 28, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly owned subsidiary of Buyer (the "Merger").
Pursuant to a Rollover and Contribution Agreement (the "Rollover Contribution Agreement"), by and between Bullseye Holdings, LP ("Parent") and the Bain Capital Venture Entities (as defined below), immediately prior to the effective time of the Merger (the "Effective Time"), the Bain Capital Venture Entities contributed these shares of the Issuer's Class 1 Common Stock to Parent in exchange for a number of Parent's limited partnership interests calculated pursuant to the Rollover Contribution Agreement, with each share of the Issuer's Class 1 Common Stock valued at $9.50 per share (the "Rollover").
At the Effective Time, pursuant to the Merger Agreement, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $9.50 in cash (the "Merger Consideration").
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 Bain Capital Venture Fund 2012, L.P. ("BCV Fund 2012"). As a result, BCV Partners 2012 may be deemed to share voting and dispositive power with respect to the securities held by BCV Fund 2012. BCV Partners 2012 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. A total of 5,962,001 shares of the Issuer's Class 1 Common Stock held by BCV Fund 2012 were contributed in the Rollover, and 19,744,921 shares of the Issuer's Class 1 Common Stock held by BCV Fund 2012 were automatically converted into the right to receive the Merger Consideration. Following the closing of the Merger, BCV Fund 2012 held no shares of the Issuer's Class 1 Common Stock.
Boylston Coinvestors, LLC is the managing partner of each of 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"). A total of 582,272 and 34,674 shares of the Issuer's Class 1 Common Stock held by BCIP Venture and BCIP Venture-B, respectively, were contributed in the Rollover, and 1,928,364 and 114,832 shares of the Issuer's Class 1 Common Stock held by BCIP Venture and BCIP Venture-B, respectively, were automatically converted into the right to receive the Merger Consideration. Following the closing of the Merger, neither BCIP Venture nor BCIP Venture-B held any shares of the Issuer's Class 1 Common Stock.
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 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 and Messrs. Salem and Agarwal disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.
Bain Capital Venture Investors, LLC, By: /s/ Matthew C. Harris, Title: Managing Director
2022-12-20
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
2022-12-20
Bain Capital Venture Partners 2012, L.P., By: Bain Capital Venture, Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director
2022-12-20
BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory
2022-12-20
BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory
2022-12-20
/s/ Enrique T. Salem
2022-12-20
/s/ Ajay Agarwal
2022-12-20