Accel-KKR Holdings GP, LLC - 28 May 2021 Form 4 Insider Report for Paymentus Holdings, Inc. (PAY)

Role
10%+ Owner
Signature
Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory
Issuer symbol
PAY
Transactions as of
28 May 2021
Net transactions value
$0
Form type
4
Filing time
02 Jun 2021, 19:02:34 UTC
Previous filing
25 May 2021
Next filing
20 Nov 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PAY Common Stock Other -71,863,439 -100% 0 28 May 2021 Accel-KKR Capital Partners CV III, LP F1, F3, F4
transaction PAY Common Stock Other -3,025,270 -100% 0 28 May 2021 Accel-KKR Growth Capital Partners III, LP F1, F3, F4
transaction PAY Common Stock Other -101,395 -100% 0 28 May 2021 Accel-KKR Growth Capital Partners II Strategic Fund, LP F1, F3, F4
transaction PAY Common Stock Other -1,195,150 -100% 0 28 May 2021 Accel-KKR Growth Capital Partners II, LP F1, F3, F4
transaction PAY Common Stock Other -5,635,005 -100% 0 28 May 2021 Accel-KKR Members Fund, LLC F1, F3, F4
transaction PAY Class A Common Stock Conversion of derivative security +2,245,886 2,245,886 28 May 2021 Accel-KKR Capital Partners CV III, LP F2, F3, F4
transaction PAY Class A Common Stock Conversion of derivative security +94,546 94,546 28 May 2021 Accel-KKR Growth Capital Partners III, LP F2, F3, F4
transaction PAY Class A Common Stock Conversion of derivative security +37,350 37,350 28 May 2021 Accel-KKR Growth Capital Partners II, LP F2, F3, F4
transaction PAY Class A Common Stock Conversion of derivative security +3,168 3,168 28 May 2021 Accel-KKR Growth Capital Partners II Strategic Fund, LP F2, F3, F4

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
transaction PAY Class B Common Stock Other $0 +71,863,439 $0.000000 71,863,439 28 May 2021 Class A Common Stock 71,863,439 Accel-KKR Capital Partners CV III, LP F1, F3, F4
transaction PAY Class B Common Stock Other $0 +3,025,270 $0.000000 3,025,270 28 May 2021 Class A Common Stock 3,025,270 Accel-KKR Growth Capital Partners III, LP F1, F3, F4
transaction PAY Class B Common Stock Other $0 +101,395 $0.000000 101,395 28 May 2021 Class A Common Stock 101,395 Accel-KKR Growth Capital Partners II Strategic Fund, LP F1, F3, F4
transaction PAY Class B Common Stock Other $0 +1,195,150 $0.000000 1,195,150 28 May 2021 Class A Common Stock 1,195,150 Accel-KKR Growth Capital Partners II, LP F1, F3, F4
transaction PAY Class B Common Stock Other $0 +5,635,005 $0.000000 5,635,005 28 May 2021 Class A Common Stock 5,635,005 Accel-KKR Members Fund, LLC F1, F3, F4
transaction PAY Private Placement Shares Conversion of derivative security $0 -2,245,886 -100% $0.000000* 0 28 May 2021 Class A Common Stock 2,245,886 Accel-KKR Capital Partners CV III, LP F2, F3, F4
transaction PAY Private Placement Shares Conversion of derivative security $0 -94,546 -100% $0.000000* 0 28 May 2021 Class A Common Stock 94,546 Accel-KKR Growth Capital Partners III, LP F2, F3, F4
transaction PAY Private Placement Shares Conversion of derivative security $0 -37,350 -100% $0.000000* 0 28 May 2021 Class A Common Stock 37,350 Accel-KKR Growth Capital Partners II, LP F2, F3, F4
transaction PAY Private Placement Shares Conversion of derivative security $0 -3,168 -100% $0.000000* 0 28 May 2021 Class A Common Stock 3,168 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 Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A 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 and has no expiration date.
F2 Pursuant to an agreement with the Issuer, dated as of May 16, 2021, the Reporting Persons were subject to an obligation to puchase an aggregate of $50,000,000 of Class A Common Stock of the Issuer ("Private Placement Shares") in a private placement that occurred in connection with the closing of the Issuer's initial public offering of Class A Common Stock.
F3 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.
F4 (Continued from footnote 3) 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.