Andrew J Herning Form 4 BTRS / Andrew J Herning ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Herning Andrew J

(Last) (First) (Middle)

C/O BTRS HOLDINGS INC.

1009 LENOX DRIVE, SUITE 101

(Street)

LAWRENCEVILLE NJ 08648

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/01/2022		M		106,608	A	$1.77	199,419	D
Class 1 Common Stock	12/01/2022		M		37,175	A	$2.19	236,594	D
Class 1 Common Stock	12/01/2022		M		7,914	A	$2.19	244,508	D
Class 1 Common Stock	12/01/2022		S		30,456(1)	D	$9.46	214,052	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	12/01/2022		M			106,608	(2)	12/15/2025	Class 1 Common Stock	106,608	$0	0	D
Stock Option (right to buy)	$2.19	12/01/2022		M			37,175	(3)	05/11/2030	Class 1 Common Stock	37,175	$0	27,107	D
Stock Option (right to buy)	$2.19	12/01/2022		M			7,914	(4)	05/11/2030	Class 1 Common Stock	7,914	$0	0	D

Explanation of Responses:

1. The transaction reported represents the sale of shares by the Reporting Person to pay the exercise price and related fees in connection with the exercise of stock options as disclosed in Table II.

2. These stock options were granted December 16, 2015 and vested and became exercisable in eight semi-annual installments, subject to the Reporting Person's continuous service.

3. These stock options were granted May 12, 2020 and vested and became exercisable in eight semi-annual installments, subject to the Reporting Person's continuous service.

4. These stock options were granted May 12, 2020 and vested and became exercisable in four semi-annual installments, subject to the Reporting Person's continuous service.

Remarks:

	/s/ Aimie Killeen, Attorney-in-Fact	12/05/2022
	** Signature of Reporting Person	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).
** 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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