4//SEC Filing
Eng Joe 4
Accession 0001774155-22-000148
CIK 0001774155other
Filed
Dec 19, 7:00 PM ET
Accepted
Dec 20, 6:48 PM ET
Size
15.1 KB
Accession
0001774155-22-000148
Insider Transaction Report
Form 4
Eng Joe
Chief Information Officer
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2022-12-16−375,000→ 0 totalExercise: $16.80Exp: 2031-01-11→ Class 1 Common Stock (375,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-12-16−33,900→ 0 totalExercise: $2.19Exp: 2030-05-11→ Class 1 Common Stock (33,900 underlying) - Disposition to Issuer
Class 1 Common Stock
2022-12-16$9.50/sh−436,784$4,149,448→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2022-12-16−1,264,946→ 0 totalExercise: $2.19Exp: 2030-05-11→ Class 1 Common Stock (1,264,946 underlying) - Disposition to Issuer
Class 1 Common Stock
2022-12-16$9.50/sh−78,528$746,016→ 0 total(indirect: By Trust)
Footnotes (5)
- [F1]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").
- [F2]At the effective time of the Merger (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.
- [F3]These shares were held by the Pamela L. Eng Trust for the benefit of the reporting person's family. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- [F4]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.
- [F5]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.
Documents
Issuer
BTRS Holdings Inc.
CIK 0001774155
Entity typeother
Related Parties
1- filerCIK 0001836201
Filing Metadata
- Form type
- 4
- Filed
- Dec 19, 7:00 PM ET
- Accepted
- Dec 20, 6:48 PM ET
- Size
- 15.1 KB