BTRS Holdings (BTRS) executive Lane returned to the company 19,579,914 shares at $9.50

Insider transactions reported

Flint A. Lane (executive at BTRS Holdings Inc., BTRS) reported that they returned to the company 19,579,914 shares at $9.50, and disposed of 6,578,947 shares at $9.50 on Dec 16, 2022. After these transactions the filing shows 0 shares held directly and 0 shares held indirectly (By GRAT).

Reporting person

Lane Flint A.

Options and other derivatives

Holdings before and after

• Class 1 Common Stock: 18,319,395 to 0 direct
• Class 1 Common Stock: 7,839,466 to 0 indirect, By GRAT
• Stock Option (right to buy): 62,647 to 0 direct

Footnotes from the filing

1. 1. On December 16, 2022, Bullseye Finco, Inc. (the Buyer ), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer, and Bullseye Merger Sub, Inc., a direct, wholly owned subsidiary of Buyer ( Merger Sub ), dated as of September 28, 2022 (the Merger Agreement ). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the Merger ).
2. 2. Pursuant to a Rollover and Contribution Agreement ( Rollover Contribution Agreement ), by and between Bullseye Holdings, LP ( Parent ) the Reporting Person, and the GRAT (as defined in footnote 4 below), immediately prior to the effective time of the Merger (the Effective Time ) the Reporting Person and GRAT contributed these shares of common stock to Parent in exchange for a number of Parent's limited partnership interests calculated pursuant to the Rollover Contribution Agreement, at a value of $9.50 per share.
3. 3. These Shares are held by the Flint Lane 2009 Grantor Retained Annuity Trusts (the GRAT ) for the benefit of the Reporting Person's children. The Reporting Person's spouse is trustee of each trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
4. 4. At the Effective Time, pursuant to the Merger Agreement, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $9.50 in cash (the Merger Consideration ). In addition, at the Effective Time, pursuant to the Merger Agreement, each Restricted Stock Unit ( RSU ) (other than certain excluded RSUs) whether or not vested, outstanding immediately prior to the Effective Time was accelerated (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, and subject to any applicable withholding taxes, equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration.
5. 5. At the Effective Time, pursuant to the Merger Agreement, each oustanding stock option with an exercise price less than $9.50 outstanding immediately before the Effective Time was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive an amount in cash, without interest, and subject to any applicable withholding taxes, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such option multiplied by (ii) the total number of shares of Issuer common stock underlying such option.
6. 6. At the Effective Time, pursuant to the Merger Agreement, each outstanding stock option with an exercise price equal to or greater than $9.50, was cancelled without any consideration in respect of such cancelled option.

Transaction codes in this filing

Sale back to the company:

Code D marks a disposition back to the company under an exempt plan, as opposed to a sale in the market.

Other acquisition or disposition:

Code J marks a transaction that fits no other code. The footnotes describe what happened.

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