Accel-KKR Holdings GP, LLC - May 25, 2021 Form 3 Insider Report for Paymentus Holdings, Inc. (PAY)

Role
10%+ Owner
Signature
Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory
Stock symbol
PAY
Transactions as of
May 25, 2021
Transactions value $
$0
Form type
3
Date filed
5/25/2021, 09:17 PM
Next filing
Jun 2, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PAY Common Stock 71.9M May 25, 2021 Accel-KKR Capital Partners CV III, LP F1, F2, F3
holding PAY Common Stock 3.03M May 25, 2021 Accel-KKR Growth Capital Partners III, LP F1, F2, F3
holding PAY Common Stock 101K May 25, 2021 Accel-KKR Growth Capital Partners II Strategic Fund, LP F1, F2, F3
holding PAY Common Stock 1.2M May 25, 2021 Accel-KKR Growth Capital Partners II, LP F1, F2, F3
holding PAY Common Stock 5.64M May 25, 2021 Accel-KKR Members Fund, LLC F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding PAY Private Placement Shares May 25, 2021 Class A Common Stock 2.25M Accel-KKR Capital Partners CV III, LP F2, F3, F4
holding PAY Private Placement Shares May 25, 2021 Class A Common Stock 94.5K Accel-KKR Growth Capital Partners III, LP F2, F3, F4
holding PAY Private Placement Shares May 25, 2021 Class A Common Stock 37.4K Accel-KKR Growth Capital Partners II, LP F2, F3, F4
holding PAY Private Placement Shares May 25, 2021 Class A Common Stock 3.17K Accel-KKR Growth Capital Partners II Strategic Fund, LP F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock shall be reclassified into one share of Class B Common Stock. 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.
F2 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; and (v) Accel-KKR Members Fund, LLC, or Members Fund.
F3 (Continued from footnote 2) 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. AKKR Growth Capital Management Company II, LP, or GC II GP, is the sole general partner of GC II Strategic and GC II. 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 and GC II GP. 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.
F4 Pursuant to an agreement with the Issuer, the Reporting Persons are obligated to purchase an aggregate of $50,000,000 of Class A Common Stock of the Issuer ("Private Placement Shares") in one or more private placements to occur in connection with the closing of the Issuer's initial public offering. Each Private Placement Share has a price of $21.00. The obligation to purchase the Private Placement Shares is not transferable.

Remarks:

Exhibit 24: Power of Attorney