Matthew C. Harris - 16 Dec 2022 Form 4 Insider Report for BTRS Holdings Inc.

Reporting relationship: Director, 10%+ Owner
Issuer ticker: N/A
Reported as of: 16 Dec 2022
Net transaction value: -$206,987,112
SEC form: 4
Accepted by SEC: 20 Dec 2022, 19:41:53 UTC
Prior SEC filing: 21 Nov 2022
Next SEC filing: 10 Mar 2023
Source filing: View source filing
Reporting owner signature: /s/ Matthew C. Harris

Key filing fact

Matthew C. Harris filed Form 4 for BTRS Holdings Inc. on 20 Dec 2022.

Key facts

This page summarizes Matthew C. Harris's Form 4 filing for BTRS Holdings Inc..
2 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 20 Dec 2022, 19:41.

Change

Previous filing in this sequence was filed on 21 Nov 2022.
Current net transaction value: -$206,987,112.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

BTRS transaction

Class 1 Common Stock

Other

Transaction value
Shares: -6,578,947
Change %: -23%
Price
Shares after: 21,788,117
Date: 16 Dec 2022
Ownership: See footnote
Footnotes: F1, F2, F3

BTRS transaction

Class 1 Common Stock

Disposed to Issuer

Transaction value: $206,987,112
Shares: -21,788,117
Change %: -100%
Price: $9.50
Shares after: 0
Date: 16 Dec 2022
Ownership: See footnote
Footnotes: F1, F2, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

Represents shares of the Issuer's Class 1 Common Stock held by Bain Capital Venture Fund 2012, L.P. ("BCV Fund 2012"), BCIP Venture Associates ("BCIP Venture") and BCIP Venture Associates-B ("BCIP Venture-B" and, together with BCV Fund 2012 and BCIP Venture, the "Bain Capital Venture Entities"). Bain Capital Venture Investors, LLC ("BCVI") is the ultimate general partner of BCV Fund 2012 and governs the investment strategy and decision-making process with respect to investments held by each of BCIP Venture and BCIP Venture-B. Mr. Harris is a Managing Director of BCVI. By virtue of the relationships described in this footnote, Mr. Harris may be deemed to share voting and dispositive power with respect to the shares of the Issuer's Class 1 Common Stock held by the Bain Capital Venture Entities. Mr. Harris disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Footnote F2

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").

Footnote F3

Pursuant to a Rollover and Contribution Agreement (the "Rollover Contribution Agreement"), by and between Bullseye Holdings, LP ("Parent") and the Bain Capital Venture Entities, immediately prior to the effective time of the Merger (the "Effective Time"), the Bain Capital Venture Entities contributed these shares of the Issuer's Class 1 Common Stock to Parent in exchange for a number of Parent's limited partnership interests calculated pursuant to the Rollover Contribution Agreement, with each share of the Issuer's Class 1 Common Stock valued at $9.50 per share.

Footnote F4

At 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.