SEC Form 4: J Andrew Herning was granted 32,026 units of Class 1 Common Stock, increasing ownership by 200% to 48,060 units
$SMMC
Business Services
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BTRS Holdings Inc. [ BTRS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class 1 Common Stock | 02/10/2021 | A | 24,474(1) | A | $0.00 | 40,508 | D | |||
| Class 1 Common Stock | 02/10/2021 | A | 7,552(2) | A | $0.00 | 48,060 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents the number of shares received pursuant to Section 3.07 (the "Earnout Rights") of that certain Business Combination Agreement, dated as of October 18, 2020, by and among the Issuer and certain other parties thereto. The number of shares issuable and being reported herein was determined, and the Reporting Person's right to receive such shares became fixed and irrevocable, on February 10, 2021 (the "Milestone Date"), the date on which the Issuer's closing share price equaled or exceeded $12.50 and $15.00 for 20 trading days within a consecutive 30-trading day period. |
| 2. Represents the number of shares underlying restricted stock units (the "RSUs") received pursuant to the Earnout Rights. Each RSU represents a contingent right to receive one share of class 1 common stock of the Issuer. The RSUs vest as to (i) 648 of the shares in 3 equal semi-annual installments beginning on May 12, 2021, and (ii) 6,904 of the shares in 7 equal semi-annual installments beginning on May 12, 2021, in each case subject to the Reporting Person's continuous service to the Issuer through each vesting date. The number of RSUs issuable pursuant to the Earnout Rights was determined, and the Reporting Person's right to receive such RSUs subject to the earnout rights became fixed and irrevocable on the Milestone Date. |
| Remarks: |
| /s/ Asher Herzog, Attorney-in-Fact | 02/12/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||