Sec Form 4 Filing - Riverwood Capital Partners II L.P. @ BTRS Holdings Inc. - 2021-07-06

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 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) 07/06/2021 (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 07/06/2021 S 2,474,539 ( 1 ) D $ 11.7294 ( 2 ) 14,245,740 ( 3 ) I See footnote ( 3 )

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 07/08/2021 Signature of Reporting Person Date /s/ Thomas Smach, Director, Riverwood Capital GP II Ltd, general partner of Riverwood Capital II L.P. 07/08/2021 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. 07/08/2021 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. 07/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of (i) 513,209 shares of the Issuer's Class 1 Common Stock, par value $0.0001 per share (the "Common Stock") sold by Riverwood Capital Partners II (Parallel-B) L.P. ("Parallel B") and (ii) 1,961,330 shares of Common Stock sold by Riverwood Capital Partners II L.P. ("Partners II" and together with Parallel-B, "Riverwood Capital." ( 2 )Pursuant to an Underwriting Agreement, dated June 30, 2021, entered into between the Issuer and the underwriters and selling securityholders named therein, this amount represents the $11.72937 sale price per share of Common Stock received by Riverwood Capital in connection with a registered offering that closed on July 6, 2021. ( 3 )Consists of (i) 2,954,508 shares of Common Stock held by Parallel-B and (ii) 11,291,232 shares of Common Stock held by Partners II. Riverwood Capital II L.P. is the general partner of Riverwood Capital. The general partner of Riverwood Capital II L.P. is Riverwood Capital GP II Ltd. Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. may be deemed to have shared voting and dispositive power over, and be deemed to be indirect beneficial owners of, shares directly held by Riverwood Capital. All investment decisions with respect to the shares held by Riverwood Capital are made by a majority vote of a four-member investment committee. All voting decisions over the shares held by Riverwood Capital are made by a majority vote of Riverwood Capital GP II Ltd.'s eleven shareholders.

Remarks: The Reporting Persons are jointly filing this Form 4 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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