CUSIP NO. 101388106 13G Page 1 of 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Bottomline Technologies (de), Inc.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
101388106
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d‑1(b)
[ ] Rule 13d‑1(c)
[ ] Rule 13d‑1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in
a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP NO. 101388106 13G Page 2 of 14
1. NAMES OF REPORTING PERSONS.
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,601,036
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
12. TYPE OF REPORTING PERSON
HC, CO (See Item 4)
CUSIP NO. 101388106 13G Page 3 of 14
1. NAMES OF REPORTING PERSONS.
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,601,036
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
12. TYPE OF REPORTING PERSON
HC, IN (See Item 4)
CUSIP NO. 101388106 13G Page 4 of 14
1. NAMES OF REPORTING PERSONS.
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,601,036
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
12. TYPE OF REPORTING PERSON
HC, IN (See Item 4)
CUSIP NO. 101388106 13G Page 5 of 14
1. NAMES OF REPORTING PERSONS.
Franklin Advisers, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
2,761,263
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
2,761,263
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,761,263
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.7%
12. TYPE OF REPORTING PERSON
IA, CO (See Item 4)
CUSIP NO. 101388106 13G Page 6 of 14
Item 1.
(a) Name of Issuer
Bottomline Technologies (de), Inc.
(b) Address of Issuer's Principal Executive Offices
325 Corporate Drive
Portsmouth, NH 03801
Item 2.
(a) Name of Person Filing
(i): Franklin Resources, Inc.
(ii): Charles B. Johnson
(iii): Rupert H. Johnson, Jr.
(iv): Franklin Advisers, Inc.
(b) Address of Principal Business Office or, if none, Residence
(i), (ii), and (iii):
One Franklin Parkway
San Mateo, CA 94403‑1906
(iv): One Franklin Parkway
San Mateo, CA 94403‑1906
(c) Citizenship
(i): Delaware
(ii) and (iii): USA
(iv): California
(d) Title of Class of Securities
Common Stock, $.001 par value per share
(e) CUSIP Number
101388106
CUSIP NO. 101388106 13G Page 7 of 14
Item 3. If this statement is filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C 80a‑8).
(e) [X] An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
§240.13d‑1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
§240.13d‑1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a‑3);
(j) [ ] A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);
(k) [ ] Group, in accordance with §240.13d 1(b)(1)(ii)(K).
If filing as a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii)(J). please
specify the type of institution:
Item 4. Ownership
The securities reported herein (the “Securities”) are beneficially owned by one or
more open‑ or closed‑end investment companies or other managed accounts that are
investment management clients of investment managers that are direct and indirect
subsidiaries (each, an “Investment Management Subsidiary” and, collectively, the
“Investment Management Subsidiaries”) of Franklin Resources, Inc. (“FRI”), including
the Investment Management Subsidiaries listed in Item 7. Investment management
contracts grant to the Investment Management Subsidiaries all investment and/or
voting power over the securities owned by such investment management clients, unless
otherwise noted in this Item 4. Therefore, for purposes of Rule 13d‑3 under the Act,
the Investment Management Subsidiaries may be deemed to be the beneficial owners of
the Securities.
Beneficial ownership by Investment Management Subsidiaries and other affiliates of
FRI is being reported in conformity with the guidelines articulated by the SEC staff
in Release No. 34‑39538 (January 12, 1998) relating to organizations, such as FRI,
where related entities exercise voting and investment powers over the securities
being reported independently from each other. The voting and investment powers held
by Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly‑owned Investment
Management Subsidiary, are exercised independently from FRI and from all other
Investment Management Subsidiaries (FRI, its affiliates and the Investment Management
Subsidiaries other than FMA are collectively, “FRI affiliates”). Furthermore,
internal policies and procedures of FMA and FRI establish informational barriers that
prevent the flow between FMA and the FRI affiliates of information that relates to
the voting and investment powers over the securities owned by their respective
investment management clients. Consequently, FMA and the FRI affiliates report the
securities over which they hold investment and voting power separately from each
other for purposes of Section 13 of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own
in excess of 10% of the outstanding common stock of FRI and are the principal
stockholders of FRI. FRI and the Principal Shareholders may be deemed to be, for
purposes of Rule 13d‑3 under the Act, the beneficial owners of securities held by
persons and entities for whom or for which FRI subsidiaries provide investment
management services. The number of shares that may be deemed to be beneficially
CUSIP NO. 101388106 13G Page 8 of 14
owned and the percentage of the class of which such shares are a part are reported in
Items 9 and 11 of the cover pages for FRI and each of the Principal Shareholders.
FRI, the Principal Shareholders and each of the Investment Management Subsidiaries
disclaim any pecuniary interest in any of the Securities. In addition, the filing of
this Schedule 13G on behalf of the Principal Shareholders, FRI and FRI affiliates, as
applicable, should not be construed as an admission that any of them is, and each of
them disclaims that it is, the beneficial owner, as defined in Rule 13d‑3, of any of
the Securities.
FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries
believe that they are not a “group” within the meaning of Rule 13d‑5 under the Act
and that they are not otherwise required to attribute to each other the beneficial
ownership of the Securities held by any of them or by any persons or entities for
whom or for which the Investment Management Subsidiaries provide investment
management services.
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(a) |
Amount beneficially owned: |
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3,601,036 |
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(b) |
Percent of class: |
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10.0% |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote |
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Franklin Resources, Inc.: |
0 | |
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Charles B. Johnson: |
0 | |
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Rupert H. Johnson, Jr.: |
0 | |
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Franklin Advisers, Inc.: |
2,761,263 | |
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Franklin Templeton Portfolio Advisors, Inc. [1]: |
566,556 | |
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Fiduciary Trust Company International: |
54,500 | |
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Franklin Templeton Institutional, LLC: |
0 | |
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(ii) |
Shared power to vote or to direct the vote |
0 |
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(iii) |
Sole power to dispose or to direct the disposition of | |
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Franklin Resources, Inc.: |
0 | |
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Charles B. Johnson: |
0 | |
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Rupert H. Johnson, Jr.: |
0 | |
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Franklin Advisers, Inc.: |
2,761,263 |
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Franklin Templeton Portfolio Advisors, Inc.: |
566,556 |
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Franklin Templeton Institutional, LLC: |
218,166 |
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Fiduciary Trust Company International: |
54,500 |
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(iv) Shared power to dispose or to direct the disposition of [2] | ||
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Franklin Templeton Portfolio Advisors, Inc. |
551 | |
CUSIP NO. 101388106 13G Page 9 of 14
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
The clients of the Investment Management Subsidiaries, including investment
companies registered under the Investment Company Act of 1940 and other
managed accounts, have the right to receive or power to direct the receipt of
dividends from, and the proceeds from the sale of, the Securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
See Attached Exhibit C
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
CUSIP NO. 101388106 13G Page 10 of 14
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
This report shall not be construed as an admission by the persons filing the report
that they are the beneficial owner of any securities covered by this report.
Exhibits.
Exhibit A Joint Filing Agreement
Exhibit B Limited Powers of Attorney for Section 13 Reporting Obligations
Exhibit C Item 7 Identification and Classification of Subsidiaries
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: February 1, 2012
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisers, Inc.
By: /s/MARIA GRAY
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Maria Gray
Vice President and Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney
attached to this Schedule 13G
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13G
Secretary of Franklin Advisers, Inc.
CUSIP NO. 101388106 13G Page 11 of 14
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d‑1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with each other of the
attached statement on Schedule 13G and to all amendments to such statement and that
such statement and all amendments to such statement are made on behalf of each of
them.
IN WITNESS WHEREOF, the undersigned have executed this agreement on
February 1, 2012.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisers, Inc.
By: /s/MARIA GRAY
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Maria Gray
Vice President and Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney
attached to this Schedule 13G
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13G
Secretary of Franklin Advisers, Inc.
CUSIP NO. 101388106 13G Page 12 of 14
EXHIBIT B
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Robert Rosselot and Maria Gray, each acting individually, as the
undersigned’s true and lawful attorney‑in‑fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the
undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G
(including any amendments thereto or any related documentation) with the United
States Securities and Exchange Commission, any national securities exchanges and
Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”), as
considered necessary or advisable under Section 13 of the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder, as amended from time to
time (the “Exchange Act”); and
(2) perform any and all other acts which in the discretion of such
attorney‑in‑fact are necessary or desirable for and on behalf of the undersigned in
connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such
attorney‑in‑fact to act in their discretion on information provided to such
attorney‑in‑fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney‑in‑fact on
behalf of the undersigned pursuant to this Limited Power of Attorney will be in such
form and will contain such information and disclosure as such attorney‑in‑fact, in
his or her discretion, deems necessary or desirable;
(3) neither the Reporting Entity nor either of such attorneys‑in‑fact assumes (i)
any liability for the undersigned’s responsibility to comply with the requirements of
the Exchange Act or (ii) any liability of the undersigned for any failure to comply
with such requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned’s obligations under the Exchange
Act, including without limitation the reporting requirements under Section 13 of the
Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys‑in‑fact
full power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing matters as
fully to all intents and purposes as the undersigned might or could do if present,
hereby ratifying all that each such attorney‑in‑fact of, for and on behalf of the
undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of
Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to each such attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
executed as of this 30th day of April , 2007
/s/Charles B. Johnson
Signature
Charles B. Johnson
Print Name
CUSIP NO. 101388106 13G Page 13 of 14
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Robert Rosselot and Maria Gray, each acting individually, as the
undersigned’s true and lawful attorney‑in‑fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the
undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G
(including any amendments thereto or any related documentation) with the United
States Securities and Exchange Commission, any national securities exchanges and
Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”), as
considered necessary or advisable under Section 13 of the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder, as amended from time to
time (the “Exchange Act”); and
(2) perform any and all other acts which in the discretion of such
attorney‑in‑fact are necessary or desirable for and on behalf of the undersigned in
connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such
attorney‑in‑fact to act in their discretion on information provided to such
attorney‑in‑fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney‑in‑fact on
behalf of the undersigned pursuant to this Limited Power of Attorney will be in such
form and will contain such information and disclosure as such attorney‑in‑fact, in
his or her discretion, deems necessary or desirable;
(3) neither the Reporting Entity nor either of such attorneys‑in‑fact assumes (i)
any liability for the undersigned’s responsibility to comply with the requirements of
the Exchange Act or (ii) any liability of the undersigned for any failure to comply
with such requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned’s obligations under the Exchange
Act, including without limitation the reporting requirements under Section 13 of the
Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys‑in‑fact
full power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing matters as
fully to all intents and purposes as the undersigned might or could do if present,
hereby ratifying all that each such attorney‑in‑fact of, for and on behalf of the
undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of
Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to each such attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
executed as of this 25th day of April , 2007
/s/ Rupert H. Johnson, Jr.
Signature
Rupert H. Johnson, Jr.
Print Name
CUSIP NO. 101388106 13G Page 14 of 14
EXHIBIT C
Franklin Advisers, Inc. Item 3 Classification: 3(e)
Franklin Templeton Institutional, LLC Item 3 Classification: 3(e)
Franklin Templeton Portfolio Advisors, Inc. Item 3 Classification: 3(e)
Fiduciary Trust Company International Item 3 Classification: 3(b)
Footnotes to Schedule 13G
[1] Franklin Templeton Portfolio Advisors, Inc. (“FTPA”) may beneficially own these
securities pursuant to various separately managed account investment management
arrangements. Under these arrangements, underlying clients may, from time to time,
delegate to FTPA the power to vote such securities, in which case FTPA has sole voting
power. To the extent that the underlying client retains voting power over any
securities, FTPA disclaims any power to vote or direct the vote of such securities.
[2] One or more of the investment management contracts that relates to these securities provides
that the applicable FRI affiliate share investment power over the securities held in the
applicable account(s) with another unaffiliated entity. The issuer's securities held in any
such account(s) are less than 5% of the outstanding shares of the class. In addition, FRI
does not believe that any such contract causes such client or unaffiliated entity to be part
of a group with FRI or any FRI affiliate within the meaning of Rule 13d‑5 under the Act.