0001774155-22-000146.txt : 20221220 0001774155-22-000146.hdr.sgml : 20221220 20221220184516 ACCESSION NUMBER: 0001774155-22-000146 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: Lane Flint A. CENTRAL INDEX KEY: 0001836198 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38947 FILM NUMBER: 221476174 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_167157989917391.xml FORM 4 X0306 4 2022-12-16 1 0001774155 BTRS Holdings Inc. BTRS 0001836198 Lane Flint A. C/O BTRS HOLDINGS INC. 1009 LENOX DRIVE, SUITE 101 LAWRENCEVILLE NJ 08648 1 1 1 0 Chief Executive Officer Class 1 Common Stock 2022-12-16 4 J 0 4619080 9.50 D 13700315 D Class 1 Common Stock 2022-12-16 4 J 0 1959867 9.50 D 5879599 I By GRAT Class 1 Common Stock 2022-12-16 4 D 0 13700315 9.50 D 0 D Class 1 Common Stock 2022-12-16 4 D 0 5879599 9.50 D 0 I By GRAT Stock Option (right to buy) 1.27 2022-12-16 4 D 0 62647 0 D 2025-01-31 Class 1 Common Stock 62647.0 0 D Stock Option (right to buy) 1.88 2022-12-16 4 D 0 89146 0 D 2027-01-30 Class 1 Common Stock 89146.0 0 D Stock Option (right to buy) 1.93 2022-12-16 4 D 0 361413 0 D 2027-05-14 Class 1 Common Stock 361413.0 0 D Stock Option (right to buy) 16.8 2022-12-16 4 D 0 1000000 0 D 2031-01-11 Class 1 Common Stock 1000000.0 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"). Pursuant to a Rollover and Contribution Agreement ("Rollover Contribution Agreement"), by and between Bullseye Holdings, LP ("Parent") the Reporting Person, and the GRAT (as defined in footnote 4 below), immediately prior to the effective time of the Merger (the "Effective Time") the Reporting Person and GRAT contributed these shares of common stock to Parent in exchange for a number of Parent's limited partnership interests calculated pursuant to the Rollover Contribution Agreement, at a value of $9.50 per share. These Shares are held by the Flint Lane 2009 Grantor Retained Annuity Trusts (the "GRAT") for the benefit of the Reporting Person's children. The Reporting Person's spouse is trustee of each trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. 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"). 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