Lawrence R. Irving - Dec 16, 2022 Form 4 Insider Report for BTRS Holdings Inc. (BTRS)

Role: Director
Signature: /s/ Aimie Marie Killeen, attorney-in-fact
Stock symbol: BTRS
Transactions as of: Dec 16, 2022
Transactions value $: -$530,955
Form type: 4
Date filed: 12/20/2022, 05:54 PM
Previous filing: Oct 5, 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	-$531K	-55.9K	-100%	$9.50	0	Dec 16, 2022	Direct	F1, F2

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	BTRS	Stock Option (right to buy)	Disposed to Issuer	$0	-63.2K	-100%	$0.00^*	0	Dec 16, 2022	Class 1 Common Stock	63.2K	$1.93	Direct	F3
transaction	BTRS	Stock Option (right to buy)	Disposed to Issuer	$0	-145K	-100%	$0.00^*	0	Dec 16, 2022	Class 1 Common Stock	145K	$1.27	Direct	F3
transaction	BTRS	Stock Option (right to buy)	Disposed to Issuer	$0	-41.8K	-100%	$0.00^*	0	Dec 16, 2022	Class 1 Common Stock	41.8K	$2.40	Direct	F3
transaction	BTRS	Stock Option (right to buy)	Disposed to Issuer	$0	-29.5K	-100%	$0.00^*	0	Dec 16, 2022	Class 1 Common Stock	29.5K	$3.39	Direct	F3

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

Lawrence R. Irving 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.
F3	At the Effective Time, pursuant to the Merger Agreement, each oustanding stock option with an exercise price less than $9.50 outstanding immediately before the Effective Time was accelerated and became fully vested and exercisable 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 excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such option multiplied by (ii) the total number of shares of Issuer common stock underlying such option.