Flint A. Lane - May 17, 2021 Form 4 Insider Report for BTRS Holdings Inc. (BTRS)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Keith Omsberg, Attorney-in-Fact
Stock symbol: BTRS
Transactions as of: May 17, 2021
Transactions value $: -$30,097
Form type: 4
Date filed: 5/19/2021, 05:52 PM
Next filing: Sep 14, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BTRS	Class 1 Common Stock	Tax liability	-$30.1K	-2.44K	-0.01%	$12.34	17.5M	May 17, 2021	Direct	F1
holding	BTRS	Class 1 Common Stock						7.84M	May 17, 2021	By GRAT	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") received pursuant to Section 3.07 (the "Earnout Rights") of that certain Business Combination Agreement, dated as of October 18, 2020 and as amended, by and among the Issuer and certain other parties thereto. Each RSU represents a contingent right to receive one share of class 1 common stock of the Issuer. The number of RSUs issuable pursuant to the Earnout Rights was determined, and the Reporting Person's right to receive such RSUs subject to the Earnout Rights became fixed and irrevocable on February 10, 2021, the date on which the Issuer's closing share price equaled or exceeded $12.50 and $15.00 for 20 trading days within a consecutive 30-trading day period.
F2	These Shares are held by the Flint Lane 2009 Grantor Retained Annuity Trust (the "GRAT") for the benefit of the Reporting Person's children. The Reporting Person's spouse is trustee of the GRAT. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Content

Represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") received pursuant to Section 3.07 (the "Earnout Rights") of that certain Business Combination Agreement, dated as of October 18, 2020 and as amended, by and among the Issuer and certain other parties thereto. Each RSU represents a contingent right to receive one share of class 1 common stock of the Issuer. The number of RSUs issuable pursuant to the Earnout Rights was determined, and the Reporting Person's right to receive such RSUs subject to the Earnout Rights became fixed and irrevocable on February 10, 2021, the date on which the Issuer's closing share price equaled or exceeded $12.50 and $15.00 for 20 trading days within a consecutive 30-trading day period.

These Shares are held by the Flint Lane 2009 Grantor Retained Annuity Trust (the "GRAT") for the benefit of the Reporting Person's children. The Reporting Person's spouse is trustee of the GRAT. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.