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