Jeffrey I Hack Form 4 Paya / Jeffrey I Hack ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hack Jeffrey I

(Last) (First) (Middle)

303 PERIMETER CENTER NORTH

SUITE 600

(Street)

ATLANTA GA 30346

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Paya Holdings Inc. [ PAYA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/22/2023		U		0	D(1)	$9.75	0	D
Common Stock	02/22/2023		D		663,295	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$5.12	02/22/2023		D(1)			448,260	(3)	03/16/2032	Common Stock	448,260	(3)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2023, by and among Paya Holdings Inc., Nuvei Corporation, a corporation incorporated pursuant to the laws of Canada and Pinnacle Merger Sub, Inc.

2. Each of the Issuer's RSU outstanding and vested as of immediately prior to the Effective Time, was cancelled and converted into the right to receive a lump sum cash payment. Any RSUs that were outstanding and unvested as of immediately prior to the Effective Time were converted into a restricted stock unit award.

3. Each of the Issuer's Options outstanding and vested as of Effective Time and had an exercise price less than $9.75 per Share was cancelled and converted into the right to receive a lump sum cash payment. The Option that was outstanding and unvested as of immediately prior to the Effective Time and that had an exercise price less than the Offer Price was converted into an option to purchase a number of subordinate voting shares of Parent.

	/s/ Glenn Renzulli, by Power of Attorney	02/24/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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