FORM 4
[X] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

O'Connor Jeanne		 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 Talent Officer
(Last)          (First)          (Middle)

C/O BTRS HOLDINGS INC., 1009 LENOX DRIVE, SUITE 101		 3. Date of Earliest Transaction (MM/DD/YYYY)

12/16/2022
(Street)

LAWRENCEVILLE, NJ 08648
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  D(1)  218727 D(2)$9.50 0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $1.93 12/16/2022  D     18070   (3)5/10/2027 Class 1 Common Stock 18070.0 $0 (3)0 D  
Stock Option (right to buy) $2.1 12/16/2022  D     36141   (3)11/1/2027 Class 1 Common Stock 36141.0 $0 (3)0 D  
Stock Option (right to buy) $2.19 12/16/2022  D     6107   (3)5/11/2030 Class 1 Common Stock 6107.0 $0 (3)0 D  
Stock Option (right to buy) $0.71 12/16/2022  D     18070   (3)4/30/2024 Class 1 Common Stock 18070.0 $0 (3)0 D  
Stock Option (right to buy) $3.25 12/16/2022  D     180706   (3)7/31/2030 Class 1 Common Stock 180706.0 $0 (3)0 D  
Stock Option (right to buy) $2.19 12/16/2022  D     72282   (3)5/11/2030 Class 1 Common Stock 72282.0 $0 (3)0 D  
Stock Option (right to buy) $16.8 12/16/2022  D     375000   (4)1/11/2031 Class 1 Common Stock 375000.0 $0 (4)0 D  
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) At the effective time of the Merger (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"). In addition, at the Effective Time, pursuant to the Merger Agreement, each Restricted Stock Unit ("RSU") (other than certain excluded RSUs) whether or not vested, outstanding immediately prior to the Effective Time was accelerated (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, and subject to any applicable withholding taxes, equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration.
(3) At the Effective Time, pursuant to the Merger Agreement, each oustanding stock option with an exercise price less than $9.50 outstanding immediately before the Effective Time was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive an amount in cash, without interest, and subject to any applicable withholding taxes, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such option multiplied by (ii) the total number of shares of Issuer common stock underlying such option.
(4) At the Effective Time, pursuant to the Merger Agreement, each outstanding stock option with an exercise price equal to or greater than $9.50, was cancelled without any consideration in respect of such cancelled option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
O'Connor Jeanne
C/O BTRS HOLDINGS INC.
1009 LENOX DRIVE, SUITE 101
LAWRENCEVILLE, NJ 08648

Chief Talent Officer
Signatures
/s/ Aimie Marie Killeen, attorney-in-fact12/20/2022
**Signature of Reporting PersonDate
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.
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