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