0001209191-21-004685.txt : 20210121
0001209191-21-004685.hdr.sgml : 20210121
20210121165428
ACCESSION NUMBER: 0001209191-21-004685
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20210112
FILED AS OF DATE: 20210121
DATE AS OF CHANGE: 20210121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pinado Steven
CENTRAL INDEX KEY: 0001836188
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38947
FILM NUMBER: 21542676
MAIL ADDRESS:
STREET 1: C/O FACTOR SYSTEMS, INC. DBA BILLTRUST
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: 767 FIFTH AVENUE, 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: (610) 592-7228
MAIL ADDRESS:
STREET 1: 767 FIFTH AVENUE, 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10153
FORMER COMPANY:
FORMER CONFORMED NAME: South Mountain Merger Corp.
DATE OF NAME CHANGE: 20190417
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-01-12
0
0001774155
BTRS Holdings Inc.
BTRS
0001836188
Pinado Steven
C/O BTRS HOLDINGS INC.
1009 LENOX DRIVE, SUITE 101
LAWRENCEVILLE
NJ
08648
0
1
0
0
President
Class 1 Common Stock
4008
D
Stock Option (right to buy)
2.15
2028-03-27
Class 1 Common Stock
1695027
D
Stock Option (right to buy)
2.19
2030-05-11
Class 1 Common Stock
19769
D
Received on January 12, 2021 pursuant to the Business Combination Agreement, dated as of October 18, 2020, by and among South Mountain Merger Corp. ("South Mountain" and, upon consummation of the business combination, the surviving Issuer as renamed BTRS Holdings Inc.), Factor Systems, Inc. (d/b/a Billtrust), a Delaware corporation ("Former Billtrust"), BT Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of South Mountain, and BT Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of South Mountain (as amended by Amendment No. 1, dated as of December 13, 2020).
Included are (i) 3,614 shares of the Issuer's Class 1 Common Stock, par value $0.0001 per share (the "Shares") in exchange for 500 shares of the common stock of Former Billtrust; (ii) 197 Shares to be received if the Issuer's closing share price equals or exceeds $12.50 for any 20 trading days within any consecutive 30-trading day period prior to January 12, 2026; and (iii) 197 Shares to be received if the Issuer's closing share price equals or exceeds $15.00 for any 20 trading days within any consecutive 30-trading day period prior to January 12, 2026.
The Shares underlying this option shall vest and become exercisable in 8 equal semi-annual installments beginning on September 28, 2018, subject to the Reporting Person's continuous service with the Issuer on each such date.
The Shares underlying this option shall vest and become exercisable in 4 equal semi-annual installments beginning on November 12, 2020, subject to the Reporting Person's continuous service with the Issuer on each such date.
Exhibit List - Exhibit 24 - Power of Attorney
/s/ Asher Herzog, Attorney-in-Fact
2021-01-21
EX-24.3_957051
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5 and Schedules 13D and 13G)
Know all by these presents, that the undersigned's hereby makes, constitutes
and appoints each of Matthew Browne, Asher Herzog and Charles York of Cooley
LLP, and Keith Omsberg and Andrew of Factor Systems, Inc. (d/b/a Billtrust) (the
"Company") signing individually, the undersigned's true and lawful
attorneys-in-fact and agents to:
(1) Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the United States Securities and Exchange Commission (the "SEC")
Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing
agreements in connection therewith) in accordance with Section 13 or Section 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
rules thereunder in the undersigned's capacity as a beneficial owner of a
registered class of securities of the Company;
(2) Do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to prepare and execute any such Form ID and Forms
3, 4 or 5, Schedules 13D and 13G (including amendments thereto and joint filing
agreements in connection therewith) and Forms 144; and file such forms with the
SEC and any stock exchange, self-regulatory association or any similar
authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as they attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or appropriate to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
grants. The undersigned acknowledges that the foregoing attorneys-in-fact, and
their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming (nor is the Company assuming) any of the
undersigned's responsibilities to comply with Section 13 and 16 of the Exchange
Act and Rule 144 thereunder.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Form ID or Forms
3, 4 or 5 or Schedules 13D and 13G with respect to the undersigned's holdings of
and transactions in securities issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the Company and the foregoing
attorneys-in-fact or (c) as to any attorney-in-fact individually, until such
attorney-in-fact is no longer employed by Cooley LLP or by the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Date: December 10, 2020
By: /s/ Steven Pinado
Name: Steven Pinado