0001774155-22-000157.txt : 20221220
0001774155-22-000157.hdr.sgml : 20221220
20221220185835
ACCESSION NUMBER: 0001774155-22-000157
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: Herning Andrew J
CENTRAL INDEX KEY: 0001578690
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38947
FILM NUMBER: 221476197
MAIL ADDRESS:
STREET 1: C/O BTRS HOLDINGS INC.
STREET 2: 1009 LENOX DRIVE, SUITE 101
CITY: LAWRENCEVILLE
STATE: NJ
ZIP: 08648
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
wf-form4_167158069349592.xml
FORM 4
X0306
4
2022-12-16
1
0001774155
BTRS Holdings Inc.
BTRS
0001578690
Herning Andrew J
C/O BTRS HOLDINGS INC.
1009 LENOX DRIVE, SUITE 101
LAWRENCEVILLE
NJ
08648
0
1
0
0
Senior Vice President, Finance
Class 1 Common Stock
2022-12-16
4
D
0
214052
9.50
D
0
D
Stock Option (right to buy)
2.19
2022-12-16
4
D
0
27107
0
D
2030-05-11
Class 1 Common Stock
27107.0
0
D
Stock Option (right to buy)
16.8
2022-12-16
4
D
0
125000
0
D
2031-01-11
Class 1 Common Stock
125000.0
0
D
Stock Option (right to buy)
15.71
2022-12-16
4
D
0
83125
0
D
2031-01-10
Class 1 Common Stock
83125.0
0
D
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").
At the effective time of the Merger (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"). In addition, at the Effective Time, pursuant to the Merger Agreement, each Restricted Stock Unit ("RSU") (other than certain excluded RSUs) whether or not vested, outstanding immediately prior to the Effective Time was accelerated (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, and subject to any applicable withholding taxes, equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration.
At the Effective Time, pursuant to the Merger Agreement, each oustanding stock option with an exercise price less than $9.50 outstanding immediately before the Effective Time was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive an amount in cash, without interest, and subject to any applicable withholding taxes, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such option multiplied by (ii) the total number of shares of Issuer common stock underlying such option.
At the Effective Time, pursuant to the Merger Agreement, each outstanding stock option with an exercise price equal to or greater than $9.50, was cancelled without any consideration in respect of such cancelled option.
/s/ Aimie Marie Killeen, attorney-in-fact
2022-12-20