Andrew J. Herning - Nov 14, 2022 Form 4/A - Amendment Insider Report for BTRS Holdings Inc. (BTRS)

Role: Senior Vice President, Finance
Signature: /s/ Aimie Killeen, Attorney-in-Fact
Stock symbol: BTRS
Transactions as of: Nov 14, 2022
Transactions value $: -$2,778
Form type: 4/A - Amendment
Date filed: 11/15/2022, 08:57 PM
Date Of Original Report: Nov 15, 2022
Previous filing: Nov 15, 2022
Next filing: Dec 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BTRS	Class 1 Common Stock	Tax liability	-$2.78K	-294	-0.32%	$9.45	92.8K	Nov 14, 2022	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	This amendment is filed to report the following corrections from the Form 4 filed on November 15, 2022 to show (i) the corrected transaction date of November 14, 2022, previously reported as November 11, 2022, and (ii) the corrected transaction code for the payment of tax liability by the Issuer's withholding of shares in accordance with Rule 16b-3, not a sale of shares. The number of the securities disposed of were previously reported correctly.
F2	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.

Content

This amendment is filed to report the following corrections from the Form 4 filed on November 15, 2022 to show (i) the corrected transaction date of November 14, 2022, previously reported as November 11, 2022, and (ii) the corrected transaction code for the payment of tax liability by the Issuer's withholding of shares in accordance with Rule 16b-3, not a sale of shares. The number of the securities disposed of were previously reported correctly.

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.