X0206 3 2021-01-12 0 0001774155 BTRS Holdings Inc. BTRS 0001596154 Riverwood Capital Partners II L.P. 70 WILLOW ROAD SUITE 100 MENLO PARK CA 94025-3652 0 0 1 0 0001841902 Riverwood Capital GP II Ltd. 70 WILLOW ROAD SUITE 100 MENLO PARK CA 94025-3652 0 0 1 0 0001841905 Riverwood Capital II L.P. 70 WILLOW ROAD SUITE 100 MENLO PARK CA 94025-3652 0 0 1 0 0001596118 Riverwood Capital Partners II (Parallel-B) L.P. 70 WILLOW ROAD SUITE 100 MENLO PARK CA 94025-3652 0 0 1 0 Class 1 Common Stock 16720275 I See footnote 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). 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. 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. 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. 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 2021-01-22 /s/ Thomas Smach, Director, Riverwood Capital GP II Ltd, general partner of Riverwood Capital II L.P. 2021-01-22 /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. 2021-01-22 /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. 2021-01-22