Item 1.
BTRS Holdings Inc. (the Issuer)
(b)
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Address of Issuers Principal Executive Offices:
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1009 Lenox Drive, Suite 101
Lawrenceville, New Jersey 08648
Item 2.
(a)
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Name of Person Filing:
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Riverwood Capital GP II Ltd. (Riverwood GP)
Riverwood Capital II L.P. (Riverwood LP)
Riverwood
Capital Partners II L.P. (RCP)
Riverwood Capital Partners II (Parallel B) L.P. (RCP Parallel B)
The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons.
(b)
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Address of Principal Business Office, or, if None, Residence:
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The principal business office for all persons filing:
70 Willow
Road, Suite 100
Menlo Park, CA 94025
See Item 4 of each cover page.
(d)
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Title of Class of Securities:
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Class 1 Common Stock, par value $0.0001 per share (the Common Stock).
(e) CUSIP Number:
11778X104
Item 3.
Not Applicable.
Item 4. Ownership.
(a) Amount beneficially
owned:
As of January 12, 2021, each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed
on such Reporting Persons cover page, with the following Reporting Persons holding the Shares directly: (i) RCP held 11,948,432 shares of Common Stock directly and (ii) RCP Parallel B held 3,126,471 shares of Common Stock
directly.
Riverwood LP is the sole general partner of each of RCP and RCP Parallel-B. Riverwood GP is the sole
general partner of Riverwood LP. The shareholders of Riverwood GP, acting by majority vote, have the power to vote or to direct the vote of, and the members of the investment committee of Riverwood GP, acting by majority vote, have the power to
dispose or to direct the disposition of, the shares of Common Stock that are beneficially owned by Riverwood GP, Riverwood LP, RCP and RCP Parallel-B. The shareholders and investment committee members of
Riverwood GP disclaim beneficial ownership of all shares of Common Stock beneficially owned by Riverwood GP, Riverwood LP, RCP and RCP Parallel-B for the purposes of Sections 13(d) and 13(g) of the Securities
Exchange Act of 1934, as amended (the Act).