Sec Form 4 Filing - BAIN CAPITAL VENTURE INVESTORS, LLC @ BTRS Holdings Inc. - 2022-12-16

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 BAIN CAPITAL VENTURE INVESTORS, LLC 2. Issuer Name and Ticker or Trading Symbol BTRS Holdings Inc. [ BTRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 CLARENDON STREET, 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2022 (Street) BOSTON, MA02116 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 12/16/2022 J( 1 )( 2 ) 6,578,947 D 21,788,117 I See footnotes( 4 )( 5 )( 6 ) Class 1 Common Stock 12/16/2022 D( 1 )( 3 ) 21,788,117 D $ 9.5 0 I See footnotes( 4 )( 5 )( 6 )

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 Titl e Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAIN CAPITAL VENTURE INVESTORS, LLC 200 CLARENDON STREET BOSTON, MA02116 X X Bain Capital Venture Fund 2012, L.P. 200 CLARENDON STREET BOSTON, MA02116 X X Bain Capital Venture Partners 2012, L.P. 200 CLARENDON STREET BOSTON, MA02116 X X BCIP Venture Associates 200 CLARENDON STREET BOSTON, MA02116 X X BCIP VENTURE ASSOCIATES-B 200 CLARENDON STREET BOSTON, MA02116 X X Salem Enrique T C/O BAIN CAPITAL VENTURE INVESTORS 200 CLARENDON STREET BOSTON, MA02116 X X Agarwal Ajay C/O BAIN CAPITAL VENTURE INVESTORS 200 CLARENDON STREET BOSTON, MA02116 X X Signatures Bain Capital Venture Investors, LLC, By: /s/ Matthew C. Harris, Title: Managing Director 12/20/2022 Signature of Reporting Person Date Bain Capital Venture Fund 2012, L.P., By: Bain Capital Venture, Partners 2012, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 12/20/2022 Signature of Reporting Person Date Bain Capital Venture Partners 2012, L.P., By: Bain Capital Venture, Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 12/20/2022 Signature of Reporting Person Date BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 12/20/2022 Signature of Reporting Person Date BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 12/20/2022 Signature of Reporting Person Date /s/ Enrique T. Salem 12/20/2022 Signature of Reporting Person Date /s/ Ajay Agarwal 12/20/2022 Signature of Reporting Person Date

Explanation of Responses:

( 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 )Pursuant to a Rollover and Contribution Agreement (the "Rollover Contribution Agreement"), by and between Bullseye Holdings, LP ("Parent") and the Bain Capital Venture Entities (as defined below), immediately prior to the effective time of the Merger (the "Effective Time"), the Bain Capital Venture Entities contributed these shares of the Issuer's Class 1 Common Stock to Parent in exchange for a number of Parent's limited partnership interests calculated pursuant to the Rollover Contribution Agreement, with each share of the Issuer's Class 1 Common Stock valued at $9.50 per share (the "Rollover"). ( 3 )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"). ( 4 )Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2012, L.P. ("BCV Partners 2012"), which is the general partner of Bain Capital Venture Fund 2012, L.P. ("BCV Fund 2012"). As a result, BCV Partners 2012 may be deemed to share voting and dispositive power with respect to the securities held by BCV Fund 2012. BCV Partners 2012 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. A total of 5,962,001 shares of the Issuer's Class 1 Common Stock held by BCV Fund 2012 were contributed in the Rollover, and 19,744,921 shares of the Issuer's Class 1 Common Stock held by BCV Fund 2012 were automatically converted into the right to receive the Merger Consideration. Following the closing of the Merger, BCV Fund 2012 held no shares of the Issuer's Class 1 Common Stock. ( 5 )Boylston Coinvestors, LLC is the managing partner of each of BCIP Venture Associates ("BCIP Venture") and BCIP Venture Associates-B ("BCIP Venture-B" and, together with BCV Fund 2012 and BCIP Venture, the "Bain Capital Venture Entities"). A total of 582,272 and 34,674 shares of the Issuer's Class 1 Common Stock held by BCIP Venture and BCIP Venture-B, respectively, were contributed in the Rollover, and 1,928,364 and 114,832 shares of the Issuer's Class 1 Common Stock held by BCIP Venture and BCIP Venture-B, respectively, were automatically converted into the right to receive the Merger Consideration. Following the closing of the Merger, neither BCIP Venture nor BCIP Venture-B held any shares of the Issuer's Class 1 Common Stock. ( 6 )The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal. As a result, each of BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the shares of the Issuer's Class 1 Common Stock held by the Bain Capital Venture Entities. Each of BCVI and Messrs. Salem and Agarwal disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.

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