0000902664-22-003005.txt : 20220517
0000902664-22-003005.hdr.sgml : 20220517
20220517122700
ACCESSION NUMBER: 0000902664-22-003005
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220513
FILED AS OF DATE: 20220517
DATE AS OF CHANGE: 20220517
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CLEARFIELD CAPITAL MANAGEMENT LP
CENTRAL INDEX KEY: 0001643569
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25259
FILM NUMBER: 22933210
BUSINESS ADDRESS:
STREET 1: 430 PARK AVENUE, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-468-5400
MAIL ADDRESS:
STREET 1: 430 PARK AVENUE, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hilal Philip J.
CENTRAL INDEX KEY: 0001889243
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25259
FILM NUMBER: 22933211
MAIL ADDRESS:
STREET 1: 430 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BOTTOMLINE TECHNOLOGIES INC
CENTRAL INDEX KEY: 0001073349
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 020433924
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 325 CORPORATE DRIVE
CITY: PORTSMOUTH
STATE: NH
ZIP: 03801
BUSINESS PHONE: 6034360700
MAIL ADDRESS:
STREET 1: 325 CORPORATE DRIVE
CITY: PORTSMOUTH
STATE: NH
ZIP: 03801
FORMER COMPANY:
FORMER CONFORMED NAME: BOTTOMLINE TECHNOLOGIES INC /DE/
DATE OF NAME CHANGE: 19981110
4
1
ownership.xml
X0306
4
2022-05-13
1
0001073349
BOTTOMLINE TECHNOLOGIES INC
EPAY
0001889243
Hilal Philip J.
430 PARK AVENUE
NEW YORK
NY
10022
1
0
0
1
See Remarks
0001643569
CLEARFIELD CAPITAL MANAGEMENT LP
430 PARK AVENUE, 11TH FLOOR
NEW YORK
NY
10022
1
0
0
1
See Remarks
Common Stock, par value $0.001 ("Common Stock")
2022-05-13
4
D
0
925000
57.00
D
0
I
See footnote
Common Stock
2022-05-13
4
D
0
10000
57.00
D
0
D
Cash Settled Share Forward (obligation to sell)
2022-05-13
4
J
1
1
D
2022-02-18
2032-02-20
Common Stock
924900
0
I
See footnote
On May 13, 2022, Project RB Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Bottomline Intermediate Holdings III, LLC (formerly known as Project RB Parent, LLC), a Delaware limited liability company ("Parent"), completed its merger (the "Merger") with and into Bottomline Technologies, Inc., a Delaware corporation (the "Company"), pursuant to the terms of the Agreement and Plan of Merger, dated December 16, 2021, by and among Parent, Merger Sub and the Company. The Company was the surviving corporation in the Merger and, as a result, is now a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Thoma Bravo Fund XV, L.P., managed by Thoma Bravo, L.P. As of the effective time of the Merger, each share of common stock of the Company outstanding immediately prior to the effective time of the Merger was converted into the right to receive $57.00 in cash, subject to applicable withholding taxes.
This Form 4 is filed by Clearfield Capital Management LP ("Clearfield") and Philip J. Hilal ("Mr. Hilal") with respect to the securities previously held by a certain fund or funds to which Clearfield serves as investment manager. Mr. Hilal is the Chief Investment Officer of Clearfield and the managing member of Clearfield Capital Management GP LLC, the general partner of Clearfield.
The cash-settled forward agreement settled pursuant to its terms at a settlement price of $57.00.
Clearfield may have been deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Hilal, who indirectly controls Clearfield, previously served on the board of directors of the Issuer. Following consummation of the Merger, Mr. Hilal no longer serves on the board of directors of the Issuer.
/s/ Philip J. Hilal
2022-05-17
Clearfield Capital Management LP, by: /s/ Philip J. Hilal, Chief Investment Officer
2022-05-17