UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

BTRS HOLDINGS INC.

(Name of Issuer)

Class 1 Common Stock

(Title of Class of Securities)

11778X104

(CUSIP Number)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 11778X104		13G


CUSIP No. 11778X104		13G


CUSIP No. 11778X104		13G


CUSIP No. 11778X104		13G

Item 1.

(a)

Name of Issuer:

BTRS Holdings Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

1009 Lenox Drive, Suite 101

Lawrenceville, New Jersey 08648

Item 2.

(a)

Name of Person Filing:

Riverwood Capital GP II Ltd. (“Riverwood GP”)

Riverwood Capital II L.P. (“Riverwood LP”)

Riverwood Capital Partners II L.P. (“RCP”)

Riverwood Capital Partners II (Parallel – B) L.P. (“RCP Parallel – B”)

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

(b)

Address of Principal Business Office, or, if None, Residence:

The principal business office for all persons filing:

70 Willow Road, Suite 100

Menlo Park, CA 94025

(c)

Citizenship:

See Item 4 of each cover page.

(d)

Title of Class of Securities:

Class 1 Common Stock, par value $0.0001 per share (the “Common Stock”).

(e)

CUSIP Number:

11778X104

Item 3.

Not applicable.

Item 4. Ownership.

(a)

Amount beneficially owned:

The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G incorporated by reference in its entirety into this Item 4.

Reporting Persons no longer beneficially own any securities of the Issuer.

(b)

Percent of class:

Reporting Persons no longer beneficially own any securities of the Issuer.

(c)

Number of Shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See Item 5 on the cover pages hereto.

(ii) Shared power to vote or to direct the vote:

See Item 6 on the cover pages hereto.

(iii) Sole power to dispose or to direct the disposition of:

See Item 7 on the cover pages hereto.

(iv) Shared power to dispose or to direct the disposition of:

See Item 8 on the cover pages hereto.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

The Reporting Persons have agreed to jointly file this Schedule 13G in accordance with Rule 13d-1(k) of the Act. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2023


RIVERWOOD CAPITAL GP II LTD.

By:		/s/ Jeffrey Parks
Name:		Jeffrey Parks
Title:		Director

RIVERWOOD CAPITAL II L.P.
By: Riverwood Capital GP II Ltd., its general partner

By:		/s/ Jeffrey Parks
Name:		Jeffrey Parks
Title:		Director

RIVERWOOD CAPITAL PARTNERS II L.P.
By: Riverwood Capital II L.P., its general partner
By: Riverwood Capital GP II Ltd., its general partner

By:		/s/ Jeffrey Parks
Name:		Jeffrey Parks
Title:		Director

RIVERWOOD CAPITAL PARTNERS II (PARALLEL – B) L.P.
By: Riverwood Capital II L.P., its general partner
By: Riverwood Capital GP II Ltd., its general partner

By:		/s/ Jeffrey Parks
Name:		Jeffrey Parks

Name of Reporting Persons:

Riverwood Capital GP II Ltd.

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☒

SEC Use Only

Citizenship or Place of Organization:

Cayman Islands

BTRS Holdings Inc. SC 13G/A