Philip J. Hilal - 13 May 2022 Form 4 Insider Report for BOTTOMLINE TECHNOLOGIES INC

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
17 May 2022, 12:27:00 UTC
Prior SEC filing
23 Feb 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Philip J. Hilal

Key filing fact

Philip J. Hilal filed Form 4 for BOTTOMLINE TECHNOLOGIES INC on 17 May 2022.

Key facts

  • This page summarizes Philip J. Hilal's Form 4 filing for BOTTOMLINE TECHNOLOGIES INC.
  • 3 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 17 May 2022, 12:27.

Change

  • Previous filing in this sequence was filed on 23 Feb 2022.
  • Current net transaction value: -$53,295,000.

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.

EPAY transaction

Common Stock, par value $0.001 ("Common Stock")

Disposed to Issuer

Transaction value
$52,725,000
Shares
-925,000
Change %
-100%
Price
$57.00
Shares after
0
Date
13 May 2022
Ownership
See footnote
Footnotes
F1, F2
EPAY transaction

Common Stock

Disposed to Issuer

Transaction value
$570,000
Shares
-10,000
Change %
-100%
Price
$57.00
Shares after
0
Date
13 May 2022
Ownership
Direct
Footnotes
F1

Reported derivative securities

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

EPAY transaction Derivative

Cash Settled Share Forward (obligation to sell)

Other

Transaction value
Shares
-1
Change %
-100%
Price
Shares after
0
Date
13 May 2022
Ownership
See footnote
Underlying class
Common Stock
Underlying amount
924,900
Exercise price
Footnotes
F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 3 footnotes

Footnote F1

On May 13, 2022, Project RB Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Bottomline Intermediate Holdings III, LLC (formerly known as Project RB Parent, LLC), a Delaware limited liability company ("Parent"), completed its merger (the "Merger") with and into Bottomline Technologies, Inc., a Delaware corporation (the "Company"), pursuant to the terms of the Agreement and Plan of Merger, dated December 16, 2021, by and among Parent, Merger Sub and the Company. The Company was the surviving corporation in the Merger and, as a result, is now a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Thoma Bravo Fund XV, L.P., managed by Thoma Bravo, L.P. As of the effective time of the Merger, each share of common stock of the Company outstanding immediately prior to the effective time of the Merger was converted into the right to receive $57.00 in cash, subject to applicable withholding taxes.

Footnote F2

This Form 4 is filed by Clearfield Capital Management LP ("Clearfield") and Philip J. Hilal ("Mr. Hilal") with respect to the securities previously held by a certain fund or funds to which Clearfield serves as investment manager. Mr. Hilal is the Chief Investment Officer of Clearfield and the managing member of Clearfield Capital Management GP LLC, the general partner of Clearfield.

Footnote F3

The cash-settled forward agreement settled pursuant to its terms at a settlement price of $57.00.

SEC remarks

Clearfield may have been deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Hilal, who indirectly controls Clearfield, previously served on the board of directors of the Issuer. Following consummation of the Merger, Mr. Hilal no longer serves on the board of directors of the Issuer.

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