0001774155-22-000154.txt : 20221220 0001774155-22-000154.hdr.sgml : 20221220 20221220185448 ACCESSION NUMBER: 0001774155-22-000154 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221216 FILED AS OF DATE: 20221220 DATE AS OF CHANGE: 20221220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Irving Lawrence R. CENTRAL INDEX KEY: 0001363532 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38947 FILM NUMBER: 221476191 MAIL ADDRESS: STREET 1: 750 ROUTE 202 SOUTH, SUITE 600 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BTRS Holdings Inc. CENTRAL INDEX KEY: 0001774155 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 833780685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1009 LENOX DRIVE STREET 2: SUITE 101 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 BUSINESS PHONE: 6092351010 MAIL ADDRESS: STREET 1: 1009 LENOX DRIVE STREET 2: SUITE 101 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 FORMER COMPANY: FORMER CONFORMED NAME: South Mountain Merger Corp. DATE OF NAME CHANGE: 20190417 4 1 wf-form4_167158047113374.xml FORM 4 X0306 4 2022-12-16 1 0001774155 BTRS Holdings Inc. BTRS 0001363532 Irving Lawrence R. C/O BTRS HOLDINGS INC. 1009 LENOX DRIVE, SUITE 101 LAWRENCEVILLE NJ 08648 1 0 0 0 Class 1 Common Stock 2022-12-16 4 D 0 55890 9.50 D 0 D Stock Option (right to buy) 1.93 2022-12-16 4 D 0 63247 0 D 2027-05-10 Class 1 Common Stock 63247.0 0 D Stock Option (right to buy) 1.27 2022-12-16 4 D 0 144565 0 D 2025-03-12 Class 1 Common Stock 144565.0 0 D Stock Option (right to buy) 2.4 2022-12-16 4 D 0 41779 0 D 2028-07-25 Class 1 Common Stock 41779.0 0 D Stock Option (right to buy) 3.39 2022-12-16 4 D 0 29498 0 D 2029-11-05 Class 1 Common Stock 29498.0 0 D On December 16, 2022, Bullseye Finco, Inc. (the "Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer, and Bullseye Merger Sub, Inc., a direct, wholly owned subsidiary of Buyer ("Merger Sub"), dated as of September 28, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger"). At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $9.50 in cash. At the Effective Time, pursuant to the Merger Agreement, each oustanding stock option with an exercise price less than $9.50 outstanding immediately before the Effective Time was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive an amount in cash, without interest, and subject to any applicable withholding taxes, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such option multiplied by (ii) the total number of shares of Issuer common stock underlying such option. /s/ Aimie Marie Killeen, attorney-in-fact 2022-12-20