Statement of Changes in Beneficial Ownership (4)
July 08 2021 - 5:48PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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. Issuer Name and Ticker or Trading Symbol
BTRS Holdings Inc.
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BTRS
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5. 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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(Last)
(First)
(Middle)
200 CLARENDON STREET, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/6/2021 |
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class 1 Common Stock | 7/6/2021 | | S | | 3151895 | D | $11.7294 | 28367064 | I | See footnotes (1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | On July 6, 2021, each of Bain Capital Venture Fund 2012, L.P. ("BCV Fund 2012"), BCIP Venture Associates ("BCIP Venture") and BCIP Venture Associates-B ("BCIP Venture-B" and, together with BCV Fund 2012 and BCIP Venture, the "Bain Capital Venture Entities") sold 2,856,323, 278,960 and 16,612 shares of the Issuer's Class 1 Common Stock, respectively, in an underwritten public offering. Following such sale, BCV Fund 2012, BCIP Venture and BCIP Venture-B held 25,706,922, 2,510,636 and 149,506 shares of the Issuer's Class 1 Common Stock, respectively. |
| (2) | Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2012, L.P. ("BCV Partners 2012"), which is the general partner of BCV Fund 2012. Boylston Coinvestors, LLC is the managing partner of each of BCIP Venture and BCIP Venture-B. 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, BCV Partners 2012 and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the shares of the Issuer's Class 1 Common Stock held by the Bain Capital Venture Entities. Each of BCVI, BCV 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/ Matthew C. Harris, Title: Managing Director | | 7/8/2021 |
| **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/ Matthew C. Harris, Title: Managing Director | | 7/8/2021 |
| **Signature of Reporting Person | Date |
| Bain Capital Venture Partners 2012, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director | | 7/8/2021 |
| **Signature of Reporting Person | Date |
| BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory | | 7/8/2021 |
| **Signature of Reporting Person | Date |
| BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory | | 7/8/2021 |
| **Signature of Reporting Person | Date |
| /s/ Enrique T. Salem | | 7/8/2021 |
| **Signature of Reporting Person | Date |
| /s/ Ajay Agarwal | | 7/8/2021 |
| **Signature of Reporting Person | Date |
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