Initial Statement of Beneficial Ownership (3)
January 21 2021 - 3:46PM
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
OMB Number:
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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Hart Clare |
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)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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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 | 7780 (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) | 9/25/2028 | Class 1 Common Stock | 41779 | $2.40 | D | |
| Stock Option (right to buy) | (3) | 11/5/2029 | Class 1 Common Stock | 29498 | $3.39 | 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, 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) 3,890 shares of the Issuer's Class 1 Common Stock, par value $0.0001 per share (the "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 (ii) 3,890 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) | Immediately exercisable. |
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hart Clare
C/O BTRS HOLDINGS INC.
1009 LENOX DRIVE, SUITE 101
LAWRENCEVILLE, NJ 08648 | X |
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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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