Joe Eng - 16 Dec 2022 Form 4 Insider Report for BTRS Holdings Inc.

Reporting relationship: Chief Information Officer
Issuer ticker: N/A
Reported as of: 16 Dec 2022
Net transaction value: -$4,895,464
SEC form: 4
Accepted by SEC: 20 Dec 2022, 17:48:14 UTC
Prior SEC filing: 15 Nov 2022
Source filing: View source filing
Reporting owner signature: /s/ Aimie Marie Killeen, attorney-in-fact

Key filing fact

Joe Eng filed Form 4 for BTRS Holdings Inc. on 20 Dec 2022.

Key facts

This page summarizes Joe Eng's Form 4 filing for BTRS Holdings Inc..
5 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 20 Dec 2022, 17:48.

Change

Previous filing in this sequence was filed on 15 Nov 2022.
Current net transaction value: -$4,895,464.

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

Disposed to Issuer

Transaction value: $4,149,448
Shares: -436,784
Change %: -100%
Price: $9.50
Shares after: 0
Date: 16 Dec 2022
Ownership: Direct
Footnotes: F1, F2

BTRS transaction

Class 1 Common Stock

Disposed to Issuer

Transaction value: $746,016
Shares: -78,528
Change %: -100%
Price: $9.50
Shares after: 0
Date: 16 Dec 2022
Ownership: Spousal trust
Footnotes: F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

BTRS transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value: $0
Shares: -33,900
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 16 Dec 2022
Ownership: Direct
Underlying class: Class 1 Common Stock
Underlying amount: 33,900
Exercise price: $2.19
Footnotes: F4

BTRS transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value: $0
Shares: -1,264,946
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 16 Dec 2022
Ownership: Direct
Underlying class: Class 1 Common Stock
Underlying amount: 1,264,946
Exercise price: $2.19
Footnotes: F4

BTRS transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value: $0
Shares: -375,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 16 Dec 2022
Ownership: Direct
Underlying class: Class 1 Common Stock
Underlying amount: 375,000
Exercise price: $16.80
Footnotes: F5

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Joe Eng is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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").

Footnote 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.

Footnote F3

These shares were held by the Pamela L. Eng Trust for the benefit of the reporting person's family. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Footnote F4

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.

Footnote F5

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.