| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/25/2021 | 3. Issuer Name and Ticker or Trading Symbol Paymentus Holdings, Inc. [ PAY ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock(1) | 71,863,439 | I | Accel-KKR Capital Partners CV III, LP(2)(3) |
| Common Stock(1) | 3,025,270 | I | Accel-KKR Growth Capital Partners III, LP(2)(3) |
| Common Stock(1) | 101,395 | I | Accel-KKR Growth Capital Partners II Strategic Fund, LP(2)(3) |
| Common Stock(1) | 1,195,150 | I | Accel-KKR Growth Capital Partners II, LP(2)(3) |
| Common Stock(1) | 5,635,005 | I | Accel-KKR Members Fund, LLC(2)(3) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Private Placement Shares | (4) | (4) | Class A Common Stock | 2,245,886 | (4) | I | Accel-KKR Capital Partners CV III, LP(2)(3) |
| Private Placement Shares | (4) | (4) | Class A Common Stock | 94,546 | (4) | I | Accel-KKR Growth Capital Partners III, LP(2)(3) |
| Private Placement Shares | (4) | (4) | Class A Common Stock | 37,350 | (4) | I | Accel-KKR Growth Capital Partners II, LP(2)(3) |
| Private Placement Shares | (4) | (4) | Class A Common Stock | 3,168 | (4) | I | Accel-KKR Growth Capital Partners II Strategic Fund, LP(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. (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. |
| 4. 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 |
| Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory | 05/25/2021 | |
| Accel-KKR Capital Partners CV III, LP, /s/ Thomas C. Barnds, as its authorized signatory | 05/25/2021 | |
| Accel-KKR Growth Capital Partners III, LP, /s/ Thomas C. Barnds, as its authorized signatory | 05/25/2021 | |
| Accel-KKR Growth Capital Partners II Strategic Fund, LP, /s/ Thomas C. Barnds, as its authorized signatory | 05/25/2021 | |
| Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory | 05/25/2021 | |
| Accel-KKR Members Fund, LLC, /s/ Thomas C. Barnds, as its authorized signatory | 05/25/2021 | |
| /s/ Thomas C. Barnds | 05/25/2021 | |
| /s/ Robert Palumbo | 05/25/2021 | |
| ** 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 5 (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. | ||
