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4//SEC Filing

Spottiswood Juli 4

Accession 0001774155-22-000149

CIK 0001774155other

Filed

Dec 19, 7:00 PM ET

Accepted

Dec 20, 6:49 PM ET

Size

8.2 KB

Accession

0001774155-22-000149

Insider Transaction Report

Form 4
Period: 2022-12-16
Transactions
  • Disposition to Issuer

    Class 1 Common Stock

    2022-12-16$9.50/sh37,006$351,5570 total
  • Disposition to Issuer

    Stock Option (right to buy)

    2022-12-1614,4560 total
    Exercise: $3.25Exp: 2030-08-31Class 1 Common Stock (14,456 underlying)
Footnotes (3)
  • [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) $9.50 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.

Issuer

BTRS Holdings Inc.

CIK 0001774155

Entity typeother

Related Parties

1
  • filerCIK 0001521836

Filing Metadata

Form type
4
Filed
Dec 19, 7:00 PM ET
Accepted
Dec 20, 6:49 PM ET
Size
8.2 KB