Aimie Marie Killeen - Dec 16, 2022 Form 4 Insider Report for BTRS Holdings Inc. (BTRS)

Role: Chief Legal Officer
Signature: /s/ Aimie Marie Killeen
Stock symbol: BTRS
Transactions as of: Dec 16, 2022
Transactions value $: -$2,097,562
Form type: 4
Date filed: 12/20/2022, 05:50 PM
Previous filing: Dec 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BTRS	Class 1 Common Stock	Disposed to Issuer	-$2.1M	-221K	-100%	$9.50	0	Dec 16, 2022	Direct	F1, F2

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

Aimie Marie Killeen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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").
F2	At the effective time of the Merger (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 (the "Merger Consideration"). In addition, at the Effective Time, pursuant to the Merger Agreement, each Restricted Stock Unit ("RSU") (other than certain excluded RSUs) whether or not vested, outstanding immediately prior to the Effective Time was accelerated (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, and subject to any applicable withholding taxes, equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration.

Content

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").

At the effective time of the Merger (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 (the "Merger Consideration"). In addition, at the Effective Time, pursuant to the Merger Agreement, each Restricted Stock Unit ("RSU") (other than certain excluded RSUs) whether or not vested, outstanding immediately prior to the Effective Time was accelerated (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, and subject to any applicable withholding taxes, equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration.