Clearfield Capital Management Form 4 BOTTOMLINE / Philip J. Hilal 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^*

Hilal Philip J.

(Last)

(First)

(Middle)

430 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BOTTOMLINE TECHNOLOGIES INC [ EPAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2022

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

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

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 ("Common Stock")	02/18/2022		X/K		284,003	A	⁽¹⁾	1,209,003	I	See footnote⁽²⁾
Common Stock	02/18/2022		J/K⁽¹⁾		284,003	D	$56.5	925,000	I	See footnote⁽²⁾
Common Stock	02/18/2022		X/K		92,280	A	⁽³⁾	1,017,280	I	See footnote⁽²⁾
Common Stock	02/18/2022		J/K⁽³⁾		92,280	D	$56.5862	925,000	I	See footnote⁽²⁾
Common Stock								10,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Equity Swap (obligation to buy)⁽¹⁾	⁽¹⁾	02/18/2022		J/K⁽¹⁾			1⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	284,003	⁽¹⁾	0⁽¹⁾	I	See footnote⁽²⁾
Equity Swap (obligation to buy)⁽³⁾	⁽³⁾	02/18/2022		J/K⁽³⁾			1⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	92,280	⁽³⁾	0⁽³⁾	I	See footnote⁽²⁾
Cash Settled Share Forward (obligation to sell)⁽⁴⁾	⁽⁴⁾	02/18/2022		J/K⁽⁴⁾		1⁽⁴⁾		02/18/2022	02/20/2032	Common Stock	924,900	⁽⁴⁾	1⁽⁴⁾	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

Hilal Philip J.

(Last)

(First)

(Middle)

430 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CLEARFIELD CAPITAL MANAGEMENT LP

(Last)

(First)

(Middle)

430 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. The Reporting Persons settled certain cash settled swaps with a reference price of $39.45 pursuant to their terms.

2. This Form 4 is filed by Clearfield Capital Management LP ("Clearfield") and Philip J. Hilal ("Mr. Hilal") with respect to the securities held by a certain fund or funds to which Clearfield serves as investment manager. Mr. Hilal is the Chief Investment Officer of Clearfield and the managing member of Clearfield Capital Management GP LLC, the general partner of Clearfield.

3. The Reporting Persons settled certain cash settled swaps with a reference price of $39.4 pursuant to their terms.

4. The Reporting Persons entered into a cash settled share forward agreement with a forward price of $56.50.

Remarks:

Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Clearfield may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Hilal, who indirectly controls Clearfield, currently serves on the board of directors of the Issuer.

	/s/ Philip J. Hilal	02/23/2022
	Clearfield Capital Management LP, by: /s/ Philip J. Hilal, Chief Investment Officer	02/23/2022
	** Signature of Reporting Person	Date
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** 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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Clearfield Capital Management Form 4BOTTOMLINE / Philip J. Hilal ownership change