| Accession Number: | 0000899243-22-039147 |
| Date: | 2022-12-16 |
| Issuer: | BTRS HOLDINGS INC. (BTRS) |
| Original Submission Date: |
BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET
BOSTON, MA 02116
BAIN CAPITAL VENTURE FUND 2012, L.P.
200 CLARENDON STREET
BOSTON, MA 02116
BAIN CAPITAL VENTURE PARTNERS 2012, L.P.
200 CLARENDON STREET
BOSTON, MA 02116
BCIP VENTURE ASSOCIATES
200 CLARENDON STREET
BOSTON, MA 02116
BCIP VENTURE ASSOCIATES-B
200 CLARENDON STREET
BOSTON, MA 02116
SALEM ENRIQUE T
C/O BAIN CAPITAL VENTURE INVESTORS
200 CLARENDON STREET
BOSTON, MA 02116
AGARWAL AJAY
C/O BAIN CAPITAL VENTURE INVESTORS
200 CLARENDON STREET
BOSTON, MA 02116
| 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 | J | 6,578,947 | d | $0.00 | 21,788,117 | indirect | ||
| CLASS 1 COMMON STOCK | 2022-12-16 | D | 21,788,117 | d | $9.50 | 0 | indirect |
| 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 |
|---|
| 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 | pursuant to a rollover and contribution agreement (the "rollover contribution agreement"), by and between bullseye holdings, lp ("parent") and the bain capital venture entities (as defined below), 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 (the "rollover"). |
| f3 | 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 (the "merger consideration"). |
| f4 | bain capital venture investors, llc ("bcvi") is the general partner of bain capital venture partners 2012, l.p. ("bcv partners 2012"), which is the general partner of bain capital venture fund 2012, l.p. ("bcv fund 2012"). as a result, bcv partners 2012 may be deemed to share voting and dispositive power with respect to the securities held by bcv fund 2012. bcv partners 2012 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. a total of 5,962,001 shares of the issuer's class 1 common stock held by bcv fund 2012 were contributed in the rollover, and 19,744,921 shares of the issuer's class 1 common stock held by bcv fund 2012 were automatically converted into the right to receive the merger consideration. following the closing of the merger, bcv fund 2012 held no shares of the issuer's class 1 common stock. |
| f5 | boylston coinvestors, llc is the managing partner of each of 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"). a total of 582,272 and 34,674 shares of the issuer's class 1 common stock held by bcip venture and bcip venture-b, respectively, were contributed in the rollover, and 1,928,364 and 114,832 shares of the issuer's class 1 common stock held by bcip venture and bcip venture-b, respectively, were automatically converted into the right to receive the merger consideration. following the closing of the merger, neither bcip venture nor bcip venture-b held any shares of the issuer's class 1 common stock. |
| f6 | the governance, investment strategy and decision-making process with respect to the investments held by the bain capital venture entities is directed by the executive committee of bcvi, which consists of enrique salem and ajay agarwal. as a result, each of bcvi and messrs. salem and agarwal 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. each of bcvi and messrs. salem and agarwal disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. |
