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    SEC Form SC 13G/A filed by BTRS Holdings Inc. (Amendment)

    2/10/22 4:31:05 PM ET
    $BTRS
    EDP Services
    Technology
    Get the next $BTRS alert in real time by email
    SC 13G/A 1 p22-0723sc13ga.htm BTRS HOLDINGS INC.
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 2)*
     
     

    BTRS Holdings, Inc.

    (Name of Issuer)
     

    Class 1 Common Stock, $0.0001 par value per share

    (Title of Class of Securities)
     

    11778X104

    (CUSIP Number)
     

    December 31, 2021

    (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)
    ý Rule 13d-1(c)
    ¨ Rule 13d-1(d)
     
    (Page 1 of 7 Pages)

     

    ______________________________

    *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 the disclosures provided in a prior cover page.

    The information required in 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. 11778X10413G/APage 2 of 7 Pages

     

    1

    NAME OF REPORTING PERSON

    SENATOR INVESTMENT GROUP LP

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) ¨

    3 SEC USE ONLY
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    DELAWARE

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER

    0

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0

    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0%

    12

    TYPE OF REPORTING PERSON

    IA, PN

             

     

    CUSIP No. 11778X10413G/APage 3 of 7 Pages

     

     

    1

    NAME OF REPORTING PERSON

    DOUGLAS SILVERMAN

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) ¨

    3 SEC USE ONLY
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    UNITED STATES

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER

    0

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0

    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0%

    12

    TYPE OF REPORTING PERSON

    IN

             

     

     

    CUSIP No. 11778X10413G/APage 4 of 7 Pages

     

     

    Item 1(a). NAME OF ISSUER
       
      BTRS Holdings Inc. (the “Issuer”)

     

    Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
       
      1009 Lenox Drive, Suite 101
      Lawrenceville, New Jersey 08648

     

    Item 2(a). NAME OF PERSON FILING
       
      Senator Investment Group LP (“Senator Investment Group”) serves as investment manager to various investment funds (collectively, the “Funds”), and as such, has investment discretion with respect to the Funds. Douglas Silverman (“Mr. Silverman,” together with Senator Investment Group, the “Reporting Persons”) have control of a Delaware limited liability company that may be deemed to control Senator Investment Group.
       
      The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock (as defined below) reported herein.

     

    Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
       
      The principal office of each of the Reporting Persons is:
       
      c/o Senator Investment Group LP
      510 Madison Avenue
      28th Floor
      New York, NY 10022

     

    Item 2(c). CITIZENSHIP
       
      Senator Investment Group LP is a Delaware limited partnership. Mr. Silverman is a United States citizen.

     

    Item 2(d). TITLE OF CLASS OF SECURITIES
       
      Class 1 common stock, $0.0001 par value per share

     

    Item 2(e). CUSIP NUMBER
       
      11778X104

     

    Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

     

      (a) ¨ Broker or dealer registered under Section 15 of the Act;
           
      (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
           
      (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
           

     

    CUSIP No. 11778X10413G/APage 5 of 7 Pages

     

     

      (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
           
      (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
           
      (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
           
      (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
           
      (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
           
      (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
           
      (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
           
      (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

     

     

    If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

    specify the type of institution: __________________________________

     

    Item 4. OWNERSHIP

     

      Senator Investment Group, LP
      (a) Amount of beneficially owned: 0
         
      (b) Percent of class: 0%
         
      (c) Number of shares as to which such person has:

     

        (i) Sole power to vote or to direct the vote:  0
           
        (ii) Shared power to vote or to direct the vote:  0
           
        (iii) Sole power to dispose or to direct the disposition of:  0
           
        (iv) Shared power to dispose or to direct the disposition of:  0

     

      Mr. Silverman
      (a) Amount of beneficially owned: 0
         
      (b) Percent of class: 0%
         
      (c) Number of shares as to which such person has:

     

        (i) Sole power to vote or to direct the vote:  0
           
        (ii) Shared power to vote or to direct the vote:  0
           
        (iii) Sole power to dispose or to direct the disposition of:  0
           
        (iv) Shared power to dispose or to direct the disposition of: 0

     

    CUSIP No. 11778X10413G/APage 6 of 7 Pages

     

    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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ý

     

    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 OR CONTROL PERSON
       
      Not applicable.

     

    Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
       
      Not applicable.

     

    Item 9. NOTICE OF DISSOLUTION OF GROUP
       
      Not applicable.

     

    Item 10. CERTIFICATION
       
      By signing below each of the Reporting Persons certifies that, to the best of his or its knowledge and belief, the securities referred to above were 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 such purpose or effect.

     

     

     

    CUSIP No. 11778X10413G/APage 7 of 7 Pages

    SIGNATURES

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

    DATE: as of February 10, 2022

     

      SENATOR INVESTMENT GROUP LP
       
      /s/ Evan Gartenlaub
      Name: Evan Gartenlaub
      Title: General Counsel
       
      /s/ Evan Gartenlaub as Attorney-in-Fact*
      DOUGLAS SILVERMAN
       

     

     

    * Pursuant to a Power of Attorney attached to the Schedule 13G filed by the Reporting Persons on April 24, 2013.

     

     

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