Andrew J. Herning - Dec 16, 2022 Form 4 Insider Report for BTRS Holdings Inc. (BTRS)

Role
Senior Vice President, Finance
Signature
/s/ Aimie Marie Killeen, attorney-in-fact
Stock symbol
BTRS
Transactions as of
Dec 16, 2022
Transactions value $
-$2,033,494
Form type
4
Date filed
12/20/2022, 05:58 PM
Previous 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 Disposed to Issuer -$2.03M -214K -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 -27.1K -100% $0.00* 0 Dec 16, 2022 Class 1 Common Stock 27.1K $2.19 Direct F3
transaction BTRS Stock Option (right to buy) Disposed to Issuer $0 -125K -100% $0.00* 0 Dec 16, 2022 Class 1 Common Stock 125K $16.80 Direct F4
transaction BTRS Stock Option (right to buy) Disposed to Issuer $0 -83.1K -100% $0.00* 0 Dec 16, 2022 Class 1 Common Stock 83.1K $15.71 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Andrew J. Herning 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.
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.
F4 At the Effective Time, pursuant to the Merger Agreement, each outstanding stock option with an exercise price equal to or greater than $9.50, was cancelled without any consideration in respect of such cancelled option.