Sec Form 3 Filing - Herning Andrew J @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Herning Andrew J 2. Issuer Name and Ticker or Trading Symbol BTRS Holdings Inc. [ BTRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President, Finance (Last) (First) (Middle) C/O BTRS HOLDINGS INC., 1009 LENOX DRIVE, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 01/12/2021 (Street) LAWRENCEVILLE, NJ08648 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 16,034 ( 1 ) ( 2 ) D

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 Stock Option (right to buy) $ 1.77 ( 3 ) 12/15/2025 Class 1 Common Stock 130,108 D Stock Option (right to buy) $ 2.19 ( 4 ) 05/11/2030 Class 1 Common Stock 72,282 D Stock Option (right to buy) $ 2.19 ( 5 ) 05/11/2030 Class 1 Common Stock 7,914 D Stock Option (right to buy) $ 15.71 ( 3 ) 01/10/2031 Class 1 Common Stock 83,125 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Herning Andrew J C/O BTRS HOLDINGS INC. 1009 LENOX DRIVE, SUITE 101 LAWRENCEVILLE, NJ08648 Senior Vice President, Finance Signatures /s/ Asher Herzog, Attorney-in-Fact 02/09/2021 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 MountainMerger 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 ownedsubsidiary of South Mountain (as amended by Amendment No. 1, dated as of December 13, 2020). ( 2 )Included are (i) 14,456 shares of the Issuer's Class 1 Common Stock, par value $0.0001 per share (the "Shares") in exchange for 2,000 shares of the common stock of Former Billtrust held directly by the reporting person; (ii) 789 Shares to be received directly by the reporting person 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 (iii) 789 Shares to be received directly by the reporting person 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. ( 3 )Immediately exercisable. ( 4 )The shares underlying this option shall vest and become exercisable in 8 equal semi-annual installments beginning on November 12, 2020, subject to the Reporting Person's continuous service with the Issuer on each such date. ( 5 )The shares underlying this option shall vest and become exercisable in 4 equal semi-annual installments beginning on November 12, 2020, subject to the Reporting Person's continuous service with the Issuer on each such date.

Remarks: Exhibit List - Exhibit 24 - Power of Attorney

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.