| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Paymentus Holdings, Inc. [ PAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/05/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 12/05/2024 | J(2) | 7,422,692 | (1) | (1) | Class A Common Stock | 7,422,692 | $0(2) | 56,518,054 | I | Accel-KKR Capital Partners CV III, LP(3)(4) | |||
| Class B Common Stock | (1) | 12/05/2024 | J(2) | 577,308 | (1) | (1) | Class A Common Stock | 577,308 | $0(2) | 4,441,502 | I | Accel-KKR Members Fund, LLC(3)(4) | |||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 3,025,270 | 3,025,270 | I | Acel-KKR Growth Capital Partners III, LP(3)(4) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 101,395 | 101,395 | I | Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 1,195,150 | 1,195,150 | I | Accel-KKR Growth Capital Partners II, LP(3)(4) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 813,057(5) | 813,057 | I | AKKR Strategic Capital LP(3)(4) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 182,033(6) | 182,033 | I | AKKR SC GPI HoldCo LP(3)(4) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 43 | 43 | D | ||||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 1,949,788(7) | 1,949,788 | I | See footnote.(8) | |||||||
| Explanation of Responses: |
| 1. Class B Common Stock is convertible at any time, at the holder's election and automatically in connection with certain transfers and upon certain other events, into an equal number of shares of Class A Common Stock and has no expiration date. |
| 2. In-kind pro rata distribution from the Reporting Person to its partners, without consideration. |
| 3. Accel-KKR Holdings GP, LLC , or Topco GP (for which decision making is controlled by Mr. Palumbo and Mr. Barnds), has voting and investment power over the shares of Common Stock of the Issuer owned by (i) Accel-KKR Capital Partners CV III, LP, or CV III; (ii) Accel-KKR Growth Capital Partners III, LP, or GC III; (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP, or GC II Strategic; (iv) Accel-KKR Growth Capital Partners II, LP, or GC II; (v) Accel-KKR Members Fund, LLC, or Members Fund; (vi) AKKR Strategic Capital LP, or SC; and (vii) AKKR SC GPI HoldCo LP, or SC GPI. AKKR Fund III Management Company CV, LP, or CV III GP, is the sole general partner of CV III. AKKR Growth Capital Management Company III, LP, or GC III GP, is the sole general partner of GC III. |
| 4. (Continued from footnote 3) AKKR Growth Capital Management Company II, LP, or GC II GP, is the sole general partner of GC II Strategic and GC II. AKKR Strategic Capital GP, or SC GP, is the sole general partner of SC. AKKR Management Company, LLC, or UGP, is the sole managing member of Members Fund and the sole general partner of CV III GP, GC III GP, GC II GP, SC GP and SC GPI. Topco GP, is the sole managing member of UGP. AKKR Fund II Management Company, LP, or the Management Company, is the sole management company of each of the Accel-KKR Funds, and UGP is the general partner of the Management Company. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein. Each of the foregoing entities and Mr. Palumbo have separately filed Form 4s reporting their interests. |
| 5. Includes 542,000 shares received from CV III in the distribution described in footnote 2. Such shares were previously reported as indirectly owned through CVIII. |
| 6. Includes 121,515 shares received from CV III in the distribution described in footnote 2. Such shares were previously reported as indirectly owned through CVIII. |
| 7. Includes 925,328 shares of Class B Common Stock received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions. |
| 8. Shares held by the Barnds Living Trust dtd 6/23/2003. |
| /s/ Thomas C. Barnds | 12/06/2024 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||