| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PAYA | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -$441M | -45.2M | -100% | $9.75 | 0 | Feb 22, 2023 | See footnote | F1, F2, F3 |
Gtcr Investment Xi Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") by and among Paya Holdings Inc., Nuvei Corporation ("Parent"), and Pinnacle Merger Sub, Inc., a wholly owned subsidiary of Parent dated as of January 8, 2023, these shares of common stock, par value $0.0001 per share were tendered prior to the Offer Expiration Time (as defined in the Merger Agreement) and disposed of at the Effective Time (as defined in the Merger Agreement) in exchange for the right to receive a cash payment of $9.75 per share, without interest, subject to any applicable withholding of taxes. |
| F2 | Reflects securities directly held by GTCR-Ultra Holdings, LLC ("Holdings"). GTCR Fund XI/B LP ("Fund XI/B") and GTCR Fund XI/C LP ("Fund XI/C") each hold an economic interest in Holdings and possess the right to appoint certain managers to Holdings' board of managers. Each of Fund XI/B and Fund XI/C is controlled by its general partner, GTCR Partners XI/B LP ("Partners XI/B") and GTCR Partners XI/A&C LP ("Partners XI/A&C"), respectively. Partners XI/B and Partners XI/A&C are controlled by their general partner, GTCR Investment XI LLC ("Investment XI"). As such, each of Fund XI/B, Fund XI/C, Partners XI/B, Partners XI/A&C and Investment XI may be deemed to possess indirect beneficial ownership of the Common Stock held by Holdings. Decisions of Investment XI are made by a vote of a majority of its managers, and, as a result, no single person has voting or dispositive authority over such securities. (Continued in Footnote 3). |
| F3 | Each of the foregoing entities (other than Holdings) and the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
Investment XI, acting through Fund XI/B and Fund XI/C, previously had the right to designate up to five nominees for election to the board of directors of the Issuer.