Initial Statement of Beneficial Ownership (3)
January 22 2021 - 3:32PM
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
*
BAIN CAPITAL VENTURE INVESTORS, LLC |
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)
200 CLARENDON STREET, |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 | 31518953 (1)(2)(3) | I | See footnote (4) |
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 |
| Explanation of Responses: |
| (1) | Received on January 12, 2021 (the "Effective Date") in exchange for an aggregate of 3,931,414 shares of common stock of Factor Systems, Inc. (d/b/a Billtrust), a Delaware corporation ("Former Billtrust") (the "Common Stock"), 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.), 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), as more particularly described in footnote (2) below. |
| (2) | Included are (i) 25,752,455 shares of the Issuer's Class 1 Common Stock, par value $0.0001 per share (the "Shares"), received on the Effective Date held by Bain Capital Venture Fund 2012, L.P. ("Venture Fund 2012") in exchange for 3,562,743 shares of Common Stock; (ii) 2,515,082 Shares received on the Effective Date held by BCIP Venture Associates ("BCIP VA") in exchange for 347,951 shares of Common Stock; and (iii) 149,770 Shares received on the Effective Date held by BCIP Venture Associates-B ("BCIP VA-B" and, together with Venture Fund 2012 and BCIP VA, the "Bain Capital Venture Entities") in exchange for 20,720 shares of Common Stock. |
| (3) | In addition to those shares listed in footnote (2) herein, the reporting persons may receive the following Shares: (i) 1,405,394 Shares to be received by Venture Fund 2012, 137,256 Shares to be received by BCIP VA, and 8,173 Shares to be received by BCIP VA-B, 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) 1,405,394 Shares to be received by Venture Fund 2012, 137,256 Shares to be received by BCIP VA, and 8,173 Shares to be received by BCIP VA-B, 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. |
| (4) | Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2012, L.P. ("Venture Partners 2012"), which is the general partner of Venture Fund 2012. The governance, investment strategy and decision making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal. As a result, each of BCVI, Venture Partners 2012 and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to all of the Shares held by the Bain Capital Venture Entities. Each of BCVI, Venture Partners 2012 and Messrs. Salem and Agarwal disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET
BOSTON, MA 02116 |
| X |
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Bain Capital Venture Fund 2012, L.P.
200 CLARENDON STREET
BOSTON, MA 02116 |
| X |
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Bain Capital Venture Partners 2012, L.P.
200 CLARENDON STREET
BOSTON, MA 02116 |
| X |
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BCIP Venture Associates
200 CLARENDON STREET
BOSTON, MA 02116 |
| X |
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BCIP VENTURE ASSOCIATES-B
200 CLARENDON STREET
BOSTON, MA 02116 |
| X |
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Salem Enrique T
C/O BAIN CAPITAL VENTURE INVESTORS,
200 CLARENDON STREET
BOSTON, MA 02116 |
| X |
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Agarwal Ajay
C/O BAIN CAPITAL VENTURE INVESTORS,
200 CLARENDON STREET
BOSTON, MA 02116 |
| X |
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Signatures
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| Bain Capital Venture Investors, LLC, By: /s/ Enrique T. Salem, Name: Enrique T. Salem, Title: Managing Director | | 1/22/2021 |
| **Signature of Reporting Person | Date |
| Bain Capital Venture Fund 2012, L.P., By: Bain Capital Venture Partners 2012, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Enrique T. Salem, Name: Enrique T. Salem, Title: Managing Director | | 1/22/2021 |
| **Signature of Reporting Person | Date |
| Bain Capital Venture Partners 2012, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Enrique T. Salem, Name: Enrique T. Salem, Title: Managing Director | | 1/22/2021 |
| **Signature of Reporting Person | Date |
| BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Enrique T. Salem, Name: Enrique T. Salem, Title: Authorized Signatory | | 1/22/2021 |
| **Signature of Reporting Person | Date |
| BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Enrique T. Salem, Name: Enrique T. Salem, Title: Authorized Signatory | | 1/22/2021 |
| **Signature of Reporting Person | Date |
| /s/ Enrique T. Salem | | 1/22/2021 |
| **Signature of Reporting Person | Date |
| /s/ Ajay Agarwal | | 1/22/2021 |
| **Signature of Reporting Person | Date |
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