Robert Palumbo - Mar 14, 2024 Form 4 Insider Report for Paymentus Holdings, Inc. (PAY)

Role: Director, 10%+ Owner
Signature: Robert Palumbo, /s/ Thomas C. Barnds, as attorney-in-fact
Stock symbol: PAY
Transactions as of: Mar 14, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/18/2024, 08:40 PM
Previous filing: Nov 20, 2023
Next filing: Aug 26, 2024

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	-928K	-1.3%	$0.00	70.4M	Mar 14, 2024	Class A Common Stock	928K		Accel-KKR Capital Partners CV III, LP	F1, F2, F3, F4
transaction	PAY	Class B Common Stock	Other	$0	-72.2K	-1.29%	$0.00	5.52M	Mar 14, 2024	Class A Common Stock	72.2K		Accel-KKR Members Fund, LLC	F1, F2, F3, F4
holding	PAY	Class B Common Stock						3.03M	Mar 14, 2024	Class A Common Stock	3.03M		Accel-KKR Growth Capital Partners III, LP	F1, F3, F4
holding	PAY	Class B Common Stock						101K	Mar 14, 2024	Class A Common Stock	101K		Accel-KKR Growth Capital Partners II Strategic Fund, LP	F1, F3, F4
holding	PAY	Class B Common Stock						1.2M	Mar 14, 2024	Class A Common Stock	1.2M		Accel-KKR Growth Capital Partners II, LP	F1, F3, F4
holding	PAY	Class B Common Stock						179K	Mar 14, 2024	Class A Common Stock	179K		Direct	F1, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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	In-kind pro rata distribution from the holding entity to its partners, without consideration.
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. Each of the foregoing entities and Mr. Palumbo have separately filed Form 4s reporting their interests.
F5	Includes 129,292 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.