Robert Farrell - Dec 16, 2022 Form 4 Insider Report for BTRS Holdings Inc. (BTRS)

Role
Director
Signature
/s/ Aimie Marie Killeen, attorney-in-fact
Stock symbol
BTRS
Transactions as of
Dec 16, 2022
Transactions value $
-$530,955
Form type
4
Date filed
12/20/2022, 05:56 PM
Previous filing
Oct 5, 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BTRS Class 1 Common Stock Disposed to Issuer -$531K -55.9K -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 -145K -100% $0.00* 0 Dec 16, 2022 Class 1 Common Stock 145K $1.77 Direct F3
transaction BTRS Stock Option (right to buy) Disposed to Issuer $0 -63.2K -100% $0.00* 0 Dec 16, 2022 Class 1 Common Stock 63.2K $1.93 Direct F3
transaction BTRS Stock Option (right to buy) Disposed to Issuer $0 -41.8K -100% $0.00* 0 Dec 16, 2022 Class 1 Common Stock 41.8K $2.40 Direct F3
transaction BTRS Stock Option (right to buy) Disposed to Issuer $0 -29.5K -100% $0.00* 0 Dec 16, 2022 Class 1 Common Stock 29.5K $3.39 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert Farrell 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.
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.