FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Grabe, William O.

2. Issuer Name and Ticker or Trading Symbol
Bottomline Technologies, Inc. (EPAY)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

(Last)      (First)     (Middle)

c/o General Atlantic Service Corporation
3 Pickwick Plaza

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

Greenwich, CT 06830

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

3/20/03

P

222,530

A

$5.54

I

 ⁽¹⁾

Common Stock

3/20/03

P

17,575

A

$5.54

I

 ⁽²⁾

Common Stock

3/20/03

P

29,547

A

$5.54

3,152,661⁽⁴⁾

I

 ⁽³⁾

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Explanation of Responses:

(1) By General Atlantic Partners 74, L.P. ("GAP 74"). See footnote 4.
(2) By GapStar, LLC ("GapStar"). See footnote 4.
(3) By GAP Coinvestment Partners II, L.P. ("GAPCO II"). See footnote 4.
(4) 3,152,661 shares consists of 2,595,702 shares owned by GAP 74, 202,631 shares owned by GapStar and 354,328 shares owned by GAPCO II. General Atlantic Partners, LLC ("GAP LLC") is the general partner of GAP 74. GAP LLC is also the sole member of GapStar. The managing members of GAP LLC (other than Mr. Klaus Esser) are also the general partners of GAPCO II. Mr. Grabe is a managing member of GAP LLC, and a general partner of GAPCO II. Mr. Grabe disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

**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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