SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Farrell Robert (Last) (First) (Middle) C/O BTRS HOLDINGS INC. 1009 LENOX DRIVE, SUITE 101 (Street) LAWRENCEVILLE NJ 08648 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/12/2021	3. Issuer Name and Ticker or Trading Symbol BTRS Holdings Inc. [ BTRS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class 1 Common Stock	30,462(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(3)	07/27/2025	Class 1 Common Stock	144,565	$1.77	D
Stock Option (right to buy)	(3)	05/10/2027	Class 1 Common Stock	63,247	$1.93	D
Stock Option (right to buy)	(3)	07/25/2028	Class 1 Common Stock	41,779	$2.4	D
Stock Option (right to buy)	(3)	11/05/2029	Class 1 Common Stock	29,498	$3.39	D

Explanation of Responses:

1. 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, 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).

2. Included are (i) 15,231 shares of the Issuer's Class 1 Common Stock, par value $0.0001 per share (the "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 (ii) 15,231 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.

3. Immediately exercisable.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Asher Herzog, Attorney-in-Fact	01/21/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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