SEC FORM 3

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^*

Herning Andrew J

(Last)

(First)

(Middle)

C/O BTRS HOLDINGS INC.

1009 LENOX DRIVE, SUITE 101

(Street)

LAWRENCEVILLE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President, Finance

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	16,034⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽³⁾	12/15/2025	Class 1 Common Stock	130,108	$1.77	D
Stock Option (right to buy)	⁽⁴⁾	05/11/2030	Class 1 Common Stock	72,282	$2.19	D
Stock Option (right to buy)	⁽⁵⁾	05/11/2030	Class 1 Common Stock	7,914	$2.19	D
Stock Option (right to buy)	⁽³⁾	01/10/2031	Class 1 Common Stock	83,125	$15.71	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 ("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).

2. Included are (i) 14,456 shares of the Issuer's Class 1 Common Stock, par value $0.0001 per share (the "Shares") in exchange for 2,000 shares of the common stock of Former Billtrust held directly by the reporting person; (ii) 789 Shares to be received directly by the reporting person 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) 789 Shares to be received directly by the reporting person 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.

4. The shares underlying this option shall vest and become exercisable in 8 equal semi-annual installments beginning on November 12, 2020, subject to the Reporting Person's continuous service with the Issuer on each such date.

5. 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.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Asher Herzog, Attorney-in-Fact	02/09/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.