| Accession Number: | 0001774155-22-000154 |
| Date: | 2022-12-16 |
| Issuer: | BTRS HOLDINGS INC. (BTRS) |
| Original Submission Date: |
IRVING LAWRENCE R.
C/O BTRS HOLDINGS INC.
1009 LENOX DRIVE, SUITE 101
LAWRENCEVILLE, NJ 08648
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| CLASS 1 COMMON STOCK | 2022-12-16 | D | 55,890 | d | $9.50 | 0 | direct |
| 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 Exercisable | Expiration 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) | 1.93 | 2022-12-16 | deemed execution date | D | 63,247 (d) | 2027-05-10 | class 1 common stock 63,247 | $1.93 | 0 | direct | ||
| STOCK OPTION (RIGHT TO BUY) | 1.27 | 2022-12-16 | deemed execution date | D | 144,565 (d) | 2025-03-12 | class 1 common stock 144,565 | $1.27 | 0 | direct | ||
| STOCK OPTION (RIGHT TO BUY) | 2.4 | 2022-12-16 | deemed execution date | D | 41,779 (d) | 2028-07-25 | class 1 common stock 41,779 | $2.40 | 0 | direct | ||
| STOCK OPTION (RIGHT TO BUY) | 3.39 | 2022-12-16 | deemed execution date | D | 29,498 (d) | 2029-11-05 | class 1 common stock 29,498 | $3.39 | 0 | direct |
| ID | footnote |
|---|---|
| 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. |
| f3 | 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. |
