0000899243-22-039146.txt : 20221220
0000899243-22-039146.hdr.sgml : 20221220
20221220204153
ACCESSION NUMBER: 0000899243-22-039146
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: Harris Matthew C
CENTRAL INDEX KEY: 0001627602
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38947
FILM NUMBER: 221476341
MAIL ADDRESS:
STREET 1: 1 BANK STREET
STREET 2: 2ND FLOOR
CITY: WILLIAMSTOWN
STATE: MA
ZIP: 01267
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-12-16
0
0001774155
BTRS Holdings Inc.
BTRS
0001627602
Harris Matthew C
C/O BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET
BOSTON
MA
02116
1
0
1
0
Class 1 Common Stock
2022-12-16
4
J
0
6578947
D
21788117
I
See footnote
Class 1 Common Stock
2022-12-16
4
D
0
21788117
9.50
D
0
I
See footnote
Represents shares of the Issuer's Class 1 Common Stock held by Bain Capital Venture Fund 2012, L.P. ("BCV Fund 2012"), BCIP Venture Associates ("BCIP Venture") and BCIP Venture Associates-B ("BCIP Venture-B" and, together with BCV Fund 2012 and BCIP Venture, the "Bain Capital Venture Entities"). Bain Capital Venture Investors, LLC ("BCVI") is the ultimate general partner of BCV Fund 2012 and governs the investment strategy and decision-making process with respect to investments held by each of BCIP Venture and BCIP Venture-B. Mr. Harris is a Managing Director of BCVI. By virtue of the relationships described in this footnote, Mr. Harris may be deemed to share voting and dispositive power with respect to the shares of the Issuer's Class 1 Common Stock held by the Bain Capital Venture Entities. Mr. Harris disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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").
Pursuant to a Rollover and Contribution Agreement (the "Rollover Contribution Agreement"), by and between Bullseye Holdings, LP ("Parent") and the Bain Capital Venture Entities, immediately prior to the effective time of the Merger (the "Effective Time"), the Bain Capital Venture Entities contributed these shares of the Issuer's Class 1 Common Stock to Parent in exchange for a number of Parent's limited partnership interests calculated pursuant to the Rollover Contribution Agreement, with each share of the Issuer's Class 1 Common Stock valued at $9.50 per share.
At 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.
/s/ Matthew C. Harris
2022-12-20