Robert A. Eberle - May 13, 2022 Form 4 Insider Report for BOTTOMLINE TECHNOLOGIES INC (EPAY)

Role
President & CEO, Director
Signature
/s/ Gwendolen Long as POA for Robert A. Eberle
Stock symbol
EPAY
Transactions as of
May 13, 2022
Transactions value $
-$28,517,670
Form type
4
Date filed
5/17/2022, 11:30 AM
Previous filing
Feb 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EPAY Common Stock Gift $0 -125K -27.16% $0.00 335K Mar 14, 2022 Direct F1
transaction EPAY Common Stock Gift $0 +125K $0.00 125K Mar 14, 2022 Held by reporting person's spouse F1
transaction EPAY Common Stock Disposed to Issuer -$19.1M -336K -100% $57.00 0 May 13, 2022 Direct F2, F3
transaction EPAY Common Stock Disposed to Issuer -$7.13M -125K -100% $57.00 0 May 13, 2022 Held by reporting person's spouse F2
transaction EPAY Common Stock Disposed to Issuer -$2.26M -39.6K -100% $57.00 0 May 13, 2022 Trust Holdings F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert A. Eberle is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Gift transfer to reporting person's spouse.
F2 On May 13, 2022, Project RB Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Bottomline Intermediate Holdings III, LLC (formerly known as Project RB Parent, LLC), a Delaware limited liability company ("Parent"), completed its merger (the "Merger") with and into Bottomline Technologies, Inc., a Delaware corporation (the "Company"), pursuant to the terms of the Agreement and Plan of Merger, dated December 16, 2021, by and among Parent, Merger Sub and the Company. The Company was the surviving corporation in the Merger and, as a result, is now a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Thoma Bravo Fund XV, L.P., managed by Thoma Bravo, L.P. As of the effective time of the Merger, each share of common stock of the Company outstanding immediately prior to the effective time of the Merger was converted into the right to receive $57.00 in cash, subject to applicable withholding taxes.
F3 Includes 421 shares acquired pursuant to the Bottomline Technologies, Inc. Amended and Restated 2000 Employee Stock Purchase Plan on March 31, 2022.
F4 Represents shares held by Grantor Retained Annuity Trust and by Eberle Family Irrevocable Trust.