Sec Form 3 Filing - Riverwood Capital Partners II L.P. @ BTRS Holdings Inc. - 2021-01-12

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Riverwood Capital Partners II L.P. 2. Issuer Name and Ticker or Trading Symbol BTRS Holdings Inc. [ BTRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 70 WILLOW ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/12/2021 (Street) MENLO PARK, CA94025-3652 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class 1 Common Stock 16,720,275 ( 1 ) ( 2 ) ( 3 ) I See footnote ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Riverwood Capital Partners II L.P. 70 WILLOW ROAD SUITE 100 MENLO PARK, CA94025-3652 X Riverwood Capital GP II Ltd. 70 WILLOW ROAD SUITE 100 MENLO PARK, CA94025-3652 X Riverwood Capital II L.P. 70 WILLOW ROAD SUITE 100 MENLO PARK, CA94025-3652 X Riverwood Capital Partners II (Parallel-B) L.P. 70 WILLOW ROAD SUITE 100 MENLO PARK, CA94025-3652 X Signatures /s/ Thomas Smach, Director, Riverwood Capital GP II Ltd 01/22/2021 Signature of Reporting Person Date /s/ Thomas Smach, Director, Riverwood Capital GP II Ltd, general partner of Riverwood Capital II L.P. 01/22/2021 Signature of Reporting Person Date /s/ Thomas Smach, Director, Riverwood Capital GP II Ltd, general partner of Riverwood Capital II L.P., general partner of Riverwood Capital Partners II L.P. 01/22/2021 Signature of Reporting Person Date /s/ Thomas Smach, Director, Riverwood Capital GP II Ltd, general partner of Riverwood Capital II L.P., general partner of Riverwood Capital Partners II (Parallel-B) L.P. 01/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received on January 12, 2021 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.), Factor Systems, Inc. (d/b/a Billtrust), a Delaware corporation ("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). ( 2 )Included are (i) 11,948,432 shares of the Issuer's Class 1 Common Stock, par value $0.0001 per share (the "Shares") held by Riverwood Capital Partners II L.P. ("Partners II") received in exchange for 1,653,015 shares of the common stock of Former Billtrust; and (ii) 3,126,471 Shares held by Riverwood Capital Partners II (Parallel-B) L.P. ("Parallel-B") received in exchange for 432,534 shares of the common stock of Former Billtrust. ( 3 )In addition to those Shares listed in footnote (2) herein, the reporting persons may receive the following Shares: (i) 652,064 Shares to be received by Partners II and 170,622 Shares to be received by Parallel-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) 652,064 Shares to be received by Partners II and 170,622 Shares to be received by Parallel-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 )These Shares are held by each of Partners II and Parallel-B as more fully described in Footnotes (2) and (3) herein. Riverwood Capital II L.P. ("Capital II") is the general partner of each of Partners II and Parallel-B and the general partner of Capital II is Riverwood Capital GP II Ltd. ("Capital GP"). As such, each of Capital II and Capital GP share voting and dispositive power over the Shares held by each of Partners II and Parallel-B. All investment decisions with respect to the Shares held by each of Partners II and Parallel-B are made by a majority vote of a five-member investment committee and all voting decisions with respect to the Shares held by each of Partners II and Parallel-B are made by a majority vote of Capital GP's eleven shareholders.

Remarks: The reporting persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the reporting persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each reporting person disclaims beneficial ownership of these securities, except to the extent of such reporting person's pecuniary interest therein, if any.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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