JENNIFER M. GRAY - 13 May 2022 Form 4 Insider Report for BOTTOMLINE TECHNOLOGIES INC (EPAY)

Role: Director
Signature: /s/ Gwendolen Long as POA for Jennifer M. Gray
Issuer symbol: EPAY
Transactions as of: 13 May 2022
Transactions value $: -$1,596,000
Form type: 4
Filing time: 17 May 2022, 11:36:00 UTC
Previous filing: 22 Nov 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EPAY	Common Stock	Disposed to Issuer	-$570,000	-10,000	-100%	$57	0	13 May 2022	Direct	F1
transaction	EPAY	Common Stock	Disposed to Issuer	-$1,026,000	-18,000	-100%	$57	0	13 May 2022	As trustee for Jennifer M. Gray Revocable Trust	F1, F2

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

JENNIFER M. GRAY is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
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.
F2	Represents shares held by Jennifer M. Gray Revocable Trust.

Content

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.

Represents shares held by Jennifer M. Gray Revocable Trust.