Farrell Robert 4
4 · BTRS Holdings Inc. · Filed Dec 20, 2022
Insider Transaction Report
Form 4
Farrell Robert
Director
Transactions
- Disposition to Issuer
Class 1 Common Stock
2022-12-16$9.50/sh−55,890$530,955→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2022-12-16−41,779→ 0 totalExercise: $2.40Exp: 2028-07-25→ Class 1 Common Stock (41,779 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-12-16−29,498→ 0 totalExercise: $3.39Exp: 2029-11-05→ Class 1 Common Stock (29,498 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-12-16−63,247→ 0 totalExercise: $1.93Exp: 2027-05-10→ Class 1 Common Stock (63,247 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-12-16−144,565→ 0 totalExercise: $1.77Exp: 2025-07-27→ Class 1 Common Stock (144,565 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) 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.