Initial Statement of Beneficial Ownership (3)
January 21 2021 - 3:39PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0104
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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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1. Name and Address of Reporting Person
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Eng Joe |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/12/2021
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3. Issuer Name and Ticker or Trading Symbol
BTRS Holdings Inc. [BTRS]
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(Last)
(First)
(Middle)
C/O BTRS HOLDINGS INC., 1009 LENOX DRIVE, SUITE 101 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Information Officer / |
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(Street)
LAWRENCEVILLE, NJ 08648
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class 1 Common Stock | 160343 (1)(2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (right to buy) | (3) | 5/11/2030 | Class 1 Common Stock | 1264946 | $2.19 | D | |
| Stock Option (right to buy) | (4) | 5/11/2030 | Class 1 Common Stock | 33900 | $2.19 | D | |
| Explanation of Responses: |
| (1) | Received on January 12, 2021 pursuant to the Business Combination Agreement, dated as of October 18, 2020, by and among South Mountain Merger Corp. ("South Mountain" and, upon consummation of the business combination, the surviving Issuer as renamed BTRS Holdings Inc.), Factor Systems, Inc. (d/b/a Billtrust), a Delaware corporation ("Former Billtrust"), BT Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of South Mountain, and BT Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of South Mountain (as amended by Amendment No. 1, dated as of December 13, 2020). |
| (2) | Included are (i) 144,565 shares of the Issuer's Class 1 Common Stock, par value $0.0001 per share (the "Shares") in exchange for 20,000 shares of the common stock of Former Billtrust; (ii) 7,889 Shares to be received if the Issuer's closing share price equals or exceeds $12.50 for any 20 trading days within any consecutive 30-trading day period prior to January 12, 2026; and (iii) 7,889 Shares to be received if the Issuer's closing share price equals or exceeds $15.00 for any 20 trading days within any consecutive 30-trading day period prior to January 12, 2026. |
| (3) | The Shares underlying this option shall vest and become exercisable in 8 equal semi-annual installments beginning on November 12, 2020, subject to the Reporting Person's continuous service with the Issuer on each such date. |
| (4) | The Shares underlying this option shall vest and become exercisable in 4 equal semi-annual installments beginning on November 12, 2020, subject to the Reporting Person's continuous service with the Issuer on each such date. |
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Eng Joe
C/O BTRS HOLDINGS INC.
1009 LENOX DRIVE, SUITE 101
LAWRENCEVILLE, NJ 08648 |
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| Chief Information Officer |
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Signatures
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| /s/ Asher Herzog, Attorney-in-Fact | | 1/21/2021 |
| **Signature of Reporting Person | Date |
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