4//SEC Filing
South Mountain LLC 4
Accession 0000950142-21-000145
CIK 0001774155other
Filed
Jan 13, 7:00 PM ET
Accepted
Jan 14, 9:23 PM ET
Size
60.7 KB
Accession
0000950142-21-000145
Insider Transaction Report
Form 4
South Mountain LLC
10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2021-01-12−1,250,000→ 5,000,000 total(indirect: See footnote)→ Class A Common Stock - Exercise/Conversion
Class A Common Stock
2021-01-12+5,000,000→ 5,000,000 total(indirect: See footnote) - Exercise/Conversion
Class B Common Stock
2021-01-12−5,000,000→ 0 total(indirect: See footnote)→ Class A Common Stock - Exercise/Conversion
Private Placement Warrants
2021-01-12−2,787,833→ 0 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (500,000 underlying) - Exercise/Conversion
Class A Common Stock
2021-01-12+500,000→ 500,000 total(indirect: See footnote) - Disposition to Issuer
Private Placement Warrants
2021-01-12−4,166,667→ 2,787,833 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock
Harbour Reach Holdings LLC
10% Owner
Transactions
- Exercise/Conversion
Private Placement Warrants
2021-01-12−2,787,833→ 0 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (500,000 underlying) - Exercise/Conversion
Class A Common Stock
2021-01-12+5,000,000→ 5,000,000 total(indirect: See footnote) - Disposition to Issuer
Class B Common Stock
2021-01-12−1,250,000→ 5,000,000 total(indirect: See footnote)→ Class A Common Stock - Disposition to Issuer
Private Placement Warrants
2021-01-12−4,166,667→ 2,787,833 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock - Exercise/Conversion
Class A Common Stock
2021-01-12+500,000→ 500,000 total(indirect: See footnote) - Exercise/Conversion
Class B Common Stock
2021-01-12−5,000,000→ 0 total(indirect: See footnote)→ Class A Common Stock
Netherton Holdings Ltd
10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2021-01-12−1,250,000→ 5,000,000 total(indirect: See footnote)→ Class A Common Stock - Disposition to Issuer
Private Placement Warrants
2021-01-12−4,166,667→ 2,787,833 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock - Exercise/Conversion
Class A Common Stock
2021-01-12+5,000,000→ 5,000,000 total(indirect: See footnote) - Exercise/Conversion
Class A Common Stock
2021-01-12+500,000→ 500,000 total(indirect: See footnote) - Exercise/Conversion
Class B Common Stock
2021-01-12−5,000,000→ 0 total(indirect: See footnote)→ Class A Common Stock - Exercise/Conversion
Private Placement Warrants
2021-01-12−2,787,833→ 0 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (500,000 underlying)
Platt Michael Edward
10% Owner
Transactions
- Disposition to Issuer
Private Placement Warrants
2021-01-12−4,166,667→ 2,787,833 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock - Exercise/Conversion
Class B Common Stock
2021-01-12−5,000,000→ 0 total(indirect: See footnote)→ Class A Common Stock - Exercise/Conversion
Private Placement Warrants
2021-01-12−2,787,833→ 0 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (500,000 underlying) - Exercise/Conversion
Class A Common Stock
2021-01-12+500,000→ 500,000 total(indirect: See footnote) - Exercise/Conversion
Class A Common Stock
2021-01-12+5,000,000→ 5,000,000 total(indirect: See footnote) - Disposition to Issuer
Class B Common Stock
2021-01-12−1,250,000→ 5,000,000 total(indirect: See footnote)→ Class A Common Stock
Netherton Investments Ltd
10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2021-01-12+500,000→ 500,000 total(indirect: See footnote) - Disposition to Issuer
Class B Common Stock
2021-01-12−1,250,000→ 5,000,000 total(indirect: See footnote)→ Class A Common Stock - Disposition to Issuer
Private Placement Warrants
2021-01-12−4,166,667→ 2,787,833 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock - Exercise/Conversion
Private Placement Warrants
2021-01-12−2,787,833→ 0 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (500,000 underlying) - Exercise/Conversion
Class A Common Stock
2021-01-12+5,000,000→ 5,000,000 total(indirect: See footnote) - Exercise/Conversion
Class B Common Stock
2021-01-12−5,000,000→ 0 total(indirect: See footnote)→ Class A Common Stock
Footnotes (7)
- [F1]As described in the registration statement on Form S-1 (File No. 333-231881) of South Mountain Merger Corp. ("South Mountain") under the heading "Description of Securities-Founder Shares," the shares of Class B common stock of South Mountain (the "Class B Common Stock") automatically convert into shares of Class A common stock of South Mountain (the "Class A Common Stock") at the time of South Mountain's initial business combination or earlier at the option of the holder, in each case, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
- [F2]On January 12, 2021, South Mountain consummated its initial business combination (the "Business Combination") with Factor Systems, Inc. (d/b/a Billtrust) ("Billtrust").
- [F3]In connection with the consummation of the Business Combination (the "Closing"), (i) South Mountain LLC (the "Sponsor") forfeited 4,166,667 outstanding warrants to purchase shares of Class A Common Stock of South Mountain sold in a private placement to our Sponsor that occurred simultaneously with the completion of the IPO (the "Private Placement Warrants") and an additional 2,787,833 outstanding Private Placement Warrants were transferred by the Sponsor to South Mountain in exchange for 500,000 newly issued shares of South Mountain Class A Common Stock (the "Warrant Shares"), (ii) the Sponsor forfeited 1,250,000 outstanding shares of South Mountain Class B Common Stock, par value $0.0001 per share, to South Mountain for no consideration, and (iii) the 5,000,000 remaining shares of South Mountain Class B Common Stock held by the Sponsor not otherwise forfeited, converted to South Mountain Class A Common Stock. An aggregate of 3,125,000 of the shares of South Mountain (con't on FN 4)
- [F4](con't from FN 3) Class A Common Stock vested immediately following Closing. The 500,000 Warrant Shares and remaining 1,875,000 shares of South Mountain Class A Common Stock will each vest in two equal tranches if the stock price level is greater than or equal to $12.50 per share (the "$12.50 Share Price Milestone") or $15.00 per share (the "$15.00 Share Price Milestone"), in each case over 20 of 30 trading days within five years of Closing, subject to equitable adjustment to reflect any subdivision, stock split, stock dividend, reorganization, combination, recapitalization or similar transaction with respect to the South Mountain Common Stock. In addition, the shares subject to the $12.50 Share Price Milestone or the $15.00 Share Price Milestone will accelerate vesting upon certain acceleration events, including a change of control of in which the value of the consideration to be received by holders of the common stock of the surviving (con't on FN 5)
- [F5](con't from FN 4) corporation in such change of control event is at least $12.50 per share, or $15.00 per share, respectively. Any shares subject to vesting pursuant to the Share and Warrant Cancellation Agreement, dated as of October 18, 2020, among the Sponsor, the Company and Billtrust will be forfeited to the extent such shares remain unvested following the five year anniversary of the Closing.
- [F6]The Private Placement Warrants were purchased by the Sponsor on June 19, 2019. Each Private Placement Warrant is exercisable for one Class A Share at an exercise price of $11.50 per Class A Common Stock, subject to certain adjustments. The Private Placement Warrants may be exercised only during the period commencing 30 days after the first date on which South Mountain completes a business combination and expires five years after the completion of South Mountain's business combination or earlier upon redemption or liquidation.
- [F7]South Mountain LLC is the sponsor entity of South Mountain. The managing member of the Sponsor is Harbour Reach Holdings LLC, whose managing member is Netherton Investments Limited, whose sole shareholder is Netherton Holdings Limited, whose sole shareholder is Mr. Michael Platt.
Issuer
BTRS Holdings Inc.
CIK 0001774155
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001779869
Filing Metadata
- Form type
- 4
- Filed
- Jan 13, 7:00 PM ET
- Accepted
- Jan 14, 9:23 PM ET
- Size
- 60.7 KB