Paymentus SC 13G/A / Sharma Dushyant ownership change

SCHEDULE 13G

CUSIP No.

70439P108

Names of Reporting Persons

Dushyant Sharma

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 20,854,666.00
6	Shared Voting Power 1,781,228.00
7	Sole Dispositive Power 20,854,666.00
8	Shared Dispositive Power 1,781,228.00

Aggregate Amount Beneficially Owned by Each Reporting Person

22,635,894.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

48 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The reported sole voting power and sole dispositive power represent (i) 1 share of Class A common stock held directly by Ashigrace LLC ("Ashigrace"); (ii) 17,549,795 shares of Class B common stock held directly by Ashigrace; and (iii) 3,304,870 stock options to purchase shares of Class B common stock held directly by Ashigrace exercisable within sixty days of the date of this filing. Shares of Class B common stock are 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. The reported shared voting power and shared dispostive power represent (i) 1,152,560 shares of Class B common stock held directly by The Ruma Sharma Family Trust dated December 3, 2018 (the "Ruma Sharma Trust"); (ii) 157,167 shares of Class B common stock held directly by The Sharma Family Trust A dated March 30, 2021 ("Trust A"); (iii) 157,167 shares of Class B common stock held directly by The Sharma Family Trust B dated March 30, 2021 ("Trust B"); (iv) 157,167 shares of Class B common stock held directly by The Sharma Family Trust C dated March 30, 2021 ("Trust C"); and (v) 157,167 shares of Class B common stock held directly by The Sharma Family Trust D dated March 30, 2021 ("Trust D," and, collectively with Trust A, Trust B and Trust C, the "Sharma Family Trusts"). Shares of Class B common stock are 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. Mr. Sharma serves as the trustee for the Ruma Sharma Trust, and Mr. Sharma's spouse serves as the trustee for the Sharma Family Trusts. The reported aggregate amount beneficially owned by the reporting person includes (i) 1 share of Class A common stock held directly by Ashigrace; (ii) 17,549,795 shares of Class B common stock held directly by Ashigrace; (iii) 3,304,870 stock options to purchase shares of Class B common stock held directly by Ashigrace exercisable within sixty days of the date of this filing; (iv) 1,152,560 shares of Class B common stock held directly by the Ruma Sharma Trust; (v) 157,167 shares of Class B common stock held directly by Trust A; (vi) 157,167 shares of Class B common stock held directly by Trust B; (vii) 157,167 shares of Class B common stock held directly by Trust C; and (viii) 157,167 shares of Class B common stock held directly by Trust D. Mr. Sharma disclaims beneficial ownership of the shares held by the Sharma Family Trusts. The reported percentage is calculated based on (i) 24,522,383 shares of Class A common stock outstanding as of November 8, 2024, as reported on the Issuer's 10-Q filed November 12, 2024; (ii) 19,331,023 shares of Class A common stock issuable upon conversion of outstanding shares of Class B common stock; and (iii) 3,304,870 shares of Class A common stock issuable upon exercise and conversion by Ashigrace of stock options to purchase shares of Class B common stock.

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Paymentus Holdings, Inc.

(b)

Address of issuer's principal executive offices:

11605 N. Community House Rd., Suite 300, Charlotte, NC 28277

Item 2.

(a)

Name of person filing:

Dushyant Sharma

(b)

Address or principal business office or, if none, residence:

c/o Paymentus Holdings, Inc. 11605 N. Community House Rd., Suite 300 Charlotte, NC 28277

(c)

Citizenship:

See response to Item 4 on the cover page.

(d)

Title of class of securities:

Class A Common Stock

(e)

CUSIP No.:

70439P108

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

See response to Item 9 on the cover page.

(b)

Percent of class:

See response to Item 11 on the cover page. %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See response to Item 5 on the cover page.

(ii) Shared power to vote or to direct the vote:

See response to Item 6 on the cover page.

(iii) Sole power to dispose or to direct the disposition of:

See response to Item 7 on the cover page.

(iv) Shared power to dispose or to direct the disposition of:

See response to Item 8 on the cover page. Dushyant Sharma is the sole manager of Ashigrace LLC and has sole voting and dispositive power with respect to the securities held by Ashigrace. Pursuant to a Stockholders Agreement, dated as of May 24, 2021, as filed as Exhibit 10.1 to the Issuer's Form 8-K filed May 28, 2021 (the "Agreement"), among (i) the Issuer, (ii) Accel-KKR Capital Partners CV III, LP ("CV III"), (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP ("GC II Strategic"), (iv) Accel-KKR Growth Capital Partners II, LP ("GC II"), (v) Accel-KKR Growth Capital Partners III, LP ("GC III"), (vi) Accel-KKR Members Fund, LLC ("Members Fund" and, collectively, with CV III, GC II Strategic, GC II and GC III, the "AKKR Funds"), (vii) KKR-AKI Investors, LLC ("KKR-AKI"), (viii) the Reporting Person, (ix) Ashigrace, (x) Trust A, (xi) Trust B, (xii) Trust C, (xiii) Trust D, (xiv) The Ruma Sharma Trust (together with the Reporting Person, Ashigrace, Trust A, Trust B, Trust C and Trust D, the "Sharma Investors" and collectively together with the AKKR Funds and KKR-AKI, the "Investor Parties"), each of the Investor Parties has agreed to certain arrangements, as described under Section 2(a) and Section 2(d) of the Agreement, including to vote all of the shares of Class A common stock and Class B common stock beneficially owned by such Investor Party, and to procure the vote of its affiliates, to cause the election of certain persons to the Issuer's board of directors. As party to the Agreement, the Reporting Person may be deemed to be a part of a "group" pursuant to Rule 13d-3(a) with the AKKR Funds and KKR-AKI. Such "group" would be deemed to beneficially own 2,536,525 shares of Class A common stock and 94,047,877 shares of Class A common stock issuable upon conversion of outstanding shares of Class B common stock and shares of Class B common stock issuable upon exercise of outstanding options exercisable within 60 days of the date of this filing, resulting in an aggregate of 96,584,402 shares of Class A common stock or 81.46% of the Issuer's outstanding Class A common stock calculated pursuant to Rule 13d-3(d). The number of shares of Class B common stock beneficially owned by such "group" also includes (i) 1,949,831 shares held by Thomas Barnds and 1,949,832 shares held by Robert Palumbo, a director of Paymentus Holdings, Inc., each of whom may be deemed to have shared voting and dispositive power over the shares held by the AKKR Funds, which are parties to the Agreement, (ii) 813,057 shares held by AKKR Strategic Capital LP ("SC") and (iii) 182,033 shares held by AKKR SC GPI HoldCo LP ("SC GPI"). Each of Robert Palumbo and Thomas Barnds may be deemed to have shared voting and dispositive power over the shares held by SC and SC GPI. The Reporting Person expressly disclaims membership in any such "group" and disclaims beneficial ownership of, and the responses to Items 5 through 9 of the cover page to this Schedule 13G do not reflect, any securities that the Reporting Person may be deemed to beneficially own solely by reason of the Agreement, which securities are separately reported on a Schedule 13G filed by the AKKR Funds.

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dushyant Sharma

Signature:	/s/ Dushyant Sharma
Name/Title:	Individual
Date:	02/14/2025

Paymentus (PAY) SC 13G/APaymentus / Sharma Dushyant ownership change