Form Type: 4

Accession Number:	0000899243-22-039146
Date:	2022-12-16
Issuer:	BTRS HOLDINGS INC. (BTRS)
Original Submission Date:

Reporting Person:

HARRIS MATTHEW C
C/O BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET BOSTON, MA 02116

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

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 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

Footnotes
ID	footnote
f1	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.
f2	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").
f3	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.
f4	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.

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