4//SEC Filing
Harris Matthew C 4
Accession 0000899243-22-039146
CIK 0001774155other
Filed
Dec 19, 7:00 PM ET
Accepted
Dec 20, 8:41 PM ET
Size
9.1 KB
Accession
0000899243-22-039146
Insider Transaction Report
Form 4
Harris Matthew C
Director10% Owner
Transactions
- Disposition to Issuer
Class 1 Common Stock
2022-12-16$9.50/sh−21,788,117$206,987,112→ 0 total(indirect: See footnote) - Other
Class 1 Common Stock
2022-12-16−6,578,947→ 21,788,117 total(indirect: See footnote)
Footnotes (4)
- [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.
- [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").
- [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.
- [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.
Documents
Issuer
BTRS Holdings Inc.
CIK 0001774155
Entity typeother
Related Parties
1- filerCIK 0001627602
Filing Metadata
- Form type
- 4
- Filed
- Dec 19, 7:00 PM ET
- Accepted
- Dec 20, 8:41 PM ET
- Size
- 9.1 KB