Philip J. Hilal - May 13, 2022 Form 4 Insider Report for BOTTOMLINE TECHNOLOGIES INC (EPAY)

Role
Director, Other*
Signature
/s/ Philip J. Hilal
Stock symbol
EPAY
Transactions as of
May 13, 2022
Transactions value $
-$53,295,000
Form type
4
Date filed
5/17/2022, 12:27 PM
Previous filing
Feb 23, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EPAY Common Stock, par value $0.001 ("Common Stock") Disposed to Issuer -$52.7M -925K -100% $57.00 0 May 13, 2022 See footnote F1, F2
transaction EPAY Common Stock Disposed to Issuer -$570K -10K -100% $57.00 0 May 13, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EPAY Cash Settled Share Forward (obligation to sell) Other -1 -100% 0 May 13, 2022 Common Stock 925K See footnote F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Philip J. Hilal is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 This Form 4 is filed by Clearfield Capital Management LP ("Clearfield") and Philip J. Hilal ("Mr. Hilal") with respect to the securities previously held by a certain fund or funds to which Clearfield serves as investment manager. Mr. Hilal is the Chief Investment Officer of Clearfield and the managing member of Clearfield Capital Management GP LLC, the general partner of Clearfield.
F3 The cash-settled forward agreement settled pursuant to its terms at a settlement price of $57.00.

Remarks:

Clearfield may have been deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Hilal, who indirectly controls Clearfield, previously served on the board of directors of the Issuer. Following consummation of the Merger, Mr. Hilal no longer serves on the board of directors of the Issuer.