Form Type: 4

SEC EDGAR Link
Accession Number:0001774155-22-000148
Date:2022-12-16
Issuer: BTRS HOLDINGS INC. (BTRS)
Original Submission Date:

Reporting Person:

ENG JOE
C/O BTRS HOLDINGS INC.
1009 LENOX DRIVE, SUITE 101 LAWRENCEVILLE, NJ 08648

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS 1 COMMON STOCK 2022-12-16 D 436,784 d $9.50 0 direct
CLASS 1 COMMON STOCK 2022-12-16 D 78,528 d $9.50 0 f3 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 2.19 2022-12-16 deemed execution date D 33,900 (d) 2030-05-11 class 1 common stock 33,900 $2.19 0 direct
STOCK OPTION (RIGHT TO BUY) 2.19 2022-12-16 deemed execution date D 1,264,946 (d) 2030-05-11 class 1 common stock 1,264,946 $2.19 0 direct
STOCK OPTION (RIGHT TO BUY) 16.8 2022-12-16 deemed execution date D 375,000 (d) 2031-01-11 class 1 common stock 375,000 $16.80 0 direct
Footnotes
IDfootnote
f1 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").
f2 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 (the "merger consideration"). in addition, at the effective time, pursuant to the merger agreement, each restricted stock unit ("rsu") (other than certain excluded rsus) whether or not vested, outstanding immediately prior to the effective time was accelerated (if unvested) 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 total number of shares of issuer common stock subject to the rsu multiplied by (ii) the merger consideration.
f3 these shares were held by the pamela l. eng trust for the benefit of the reporting person's family. the reporting person's spouse is trustee of the trust. the reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
f4 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.
f5 at the effective time, pursuant to the merger agreement, each outstanding stock option with an exercise price equal to or greater than $9.50, was cancelled without any consideration in respect of such cancelled option.
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