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* Riverwood Capital Partners II L.P. (Last) (First) (Middle) 70 WILLOW ROAD SUITE 100 (Street) MENLO PARK CA 94025-3652 (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 X 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) Form filed by One Reporting Person X 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	16,720,275(1)(2)(3)	I	See footnote(4)

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

1. Name and Address of Reporting Person* Riverwood Capital Partners II L.P. (Last) (First) (Middle) 70 WILLOW ROAD SUITE 100 (Street) MENLO PARK CA 94025-3652 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riverwood Capital GP II Ltd. (Last) (First) (Middle) 70 WILLOW ROAD SUITE 100 (Street) MENLO PARK CA 94025-3652 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riverwood Capital II L.P. (Last) (First) (Middle) 70 WILLOW ROAD SUITE 100 (Street) MENLO PARK CA 94025-3652 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riverwood Capital Partners II (Parallel-B) L.P. (Last) (First) (Middle) 70 WILLOW ROAD SUITE 100 (Street) MENLO PARK CA 94025-3652 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) 11,948,432 shares of the Issuer's Class 1 Common Stock, par value $0.0001 per share (the "Shares") held by Riverwood Capital Partners II L.P. ("Partners II") received in exchange for 1,653,015 shares of the common stock of Former Billtrust; and (ii) 3,126,471 Shares held by Riverwood Capital Partners II (Parallel-B) L.P. ("Parallel-B") received in exchange for 432,534 shares of the common stock of Former Billtrust.

3. In addition to those Shares listed in footnote (2) herein, the reporting persons may receive the following Shares: (i) 652,064 Shares to be received by Partners II and 170,622 Shares to be received by Parallel-B 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) 652,064 Shares to be received by Partners II and 170,622 Shares to be received by Parallel-B 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.

4. These Shares are held by each of Partners II and Parallel-B as more fully described in Footnotes (2) and (3) herein. Riverwood Capital II L.P. ("Capital II") is the general partner of each of Partners II and Parallel-B and the general partner of Capital II is Riverwood Capital GP II Ltd. ("Capital GP"). As such, each of Capital II and Capital GP share voting and dispositive power over the Shares held by each of Partners II and Parallel-B. All investment decisions with respect to the Shares held by each of Partners II and Parallel-B are made by a majority vote of a five-member investment committee and all voting decisions with respect to the Shares held by each of Partners II and Parallel-B are made by a majority vote of Capital GP's eleven shareholders.

Remarks:

The reporting persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the reporting persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each reporting person disclaims beneficial ownership of these securities, except to the extent of such reporting person's pecuniary interest therein, if any.

	/s/ Thomas Smach, Director, Riverwood Capital GP II Ltd	01/22/2021
	/s/ Thomas Smach, Director, Riverwood Capital GP II Ltd, general partner of Riverwood Capital II L.P.	01/22/2021
	/s/ Thomas Smach, Director, Riverwood Capital GP II Ltd, general partner of Riverwood Capital II L.P., general partner of Riverwood Capital Partners II L.P.	01/22/2021
	/s/ Thomas Smach, Director, Riverwood Capital GP II Ltd, general partner of Riverwood Capital II L.P., general partner of Riverwood Capital Partners II (Parallel-B) L.P.	01/22/2021
	** Signature of Reporting Person	Date
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