Sec Form 4 Filing - Eng Joe @ BTRS Holdings Inc. - 2021-02-10

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 Eng Joe 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) Chief Information Officer (Last) (First) (Middle) C/O BTRS HOLDINGS INC., 1009 LENOX DRIVE, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2021 (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 02/10/2021 A 18,182 ( 1 ) A $ 0 178,525 D Class 1 Common Stock 02/10/2021 A 123,582 ( 2 ) A $ 0 302,107 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Eng Joe C/O BTRS HOLDINGS INC. 1009 LENOX DRIVE, SUITE 101 LAWRENCEVILLE, NJ08648 Chief Information Officer Signatures /s/ Asher Herzog, Attorney-in-Fact 02/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares received pursuant to Section 3.07 (the "Earnout Rights") of that certain Business Combination Agreement, dated as of October 18, 2020, by and among the Issuer and certain other parties thereto. The number of shares issuable and being reported herein was determined, and the Reporting Person's right to receive such shares became fixed and irrevocable, on February 10, 2021 (the "Milestone Date"), the date on which the Issuer's closing share price equaled or exceeded $12.50 and $15.00 for 20 trading days within a consecutive 30-trading day period. ( 2 )Represents the number of shares underlying restricted stock units (the "RSUs") received pursuant to the Earnout Rights. Each RSU represents a contingent right to receive one share of class 1 common stock of the Issuer. The RSUs vest as to (i) 120,806 of the shares in 7 equal semi-annual installments beginning on May 12, 2021, and (ii) 2,776 of the shares in 3 equal semi-annual installments beginning on May 12, 2021, in each case subject to the Reporting Person's continuous service to the Issuer through each vesting date. The number of RSUs issuable pursuant to the Earnout Rights was determined, and the Reporting Person's right to receive such RSUs subject to the earnout rights became fixed and irrevocable on the Milestone Date.

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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