| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 4
)*
|
Paymentus Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
70439P108 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 70439P108 |
| 1 | Names of Reporting Persons Accel-KKR Holdings GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 70,048,845.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 73.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The reported securities represent (i) 2,536,524 shares of Class A Common Stock ("Class A Shares"), (ii) 66,276,461 Class A Shares issuable upon conversion of an equal number of shares of Class B Common Stock ("Class B Shares"), and (iii) 1,235,860 Class A Shares underlying Class B Shares for which the Reporting Person holds a voting proxy ("Proxy Shares").
The reported percentage is calculated based on (i) 24,522,383 Class A Shares outstanding as of November 8, 2024, as reported in the Issuer's 10-Q filed November 12, 2024 as increased by (ii) 71,411,984 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G |
| CUSIP No. | 70439P108 |
| 1 | Names of Reporting Persons Accel-KKR Capital Partners CV III, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 58,919,514.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 61.42 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The reported securities represent (i) 2,401,460 Class A Shares and (ii) 56,518,054 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 24,522,383 Class A Shares outstanding as of November 8, 2024, as reported in the Issuer's 10-Q filed November 12, 2024 as increased by (ii) 71,411,984 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G |
| CUSIP No. | 70439P108 |
| 1 | Names of Reporting Persons Accel-KKR Growth Capital Partners III, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,119,816.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The reported securities represent (i) 94,546 Class A Shares and (ii) 3,025,270 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 24,522,383 Class A Shares outstanding as of November 8, 2024, as reported in the Issuer's 10-Q filed November 12, 2024 as increased by (ii) 71,411,984 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G |
| CUSIP No. | 70439P108 |
| 1 | Names of Reporting Persons Accel-KKR Growth Capital Partners II Strategic Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 104,563.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.11 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The reported securities represent 3,168 Class A Shares and 101,395 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 24,522,383 Class A Shares outstanding as of November 8, 2024, as reported in the Issuer's 10-Q filed November 12, 2024 as increased by (ii) 71,411,984 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G |
| CUSIP No. | 70439P108 |
| 1 | Names of Reporting Persons Accel-KKR Growth Capital Partners II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,232,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.28 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The reported securities represent 37,350 Class A Shares and 1,195,150 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 24,522,383 Class A Shares outstanding as of November 8, 2024, as reported in the Issuer's 10-Q filed November 12, 2024 as increased by (ii) 71,411,984 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G |
| CUSIP No. | 70439P108 |
| 1 | Names of Reporting Persons Accel-KKR Members Fund, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,441,502.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.63 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The reported securities represent 4,441,502 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 24,522,383 Class A Shares outstanding as of November 8, 2024, as reported in the Issuer's 10-Q filed November 12, 2024 as increased by (ii) 71,411,984 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G |
| CUSIP No. | 70439P108 |
| 1 | Names of Reporting Persons AKKR Strategic Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 813,057.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The reported securities represent 813,057 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 24,522,383 Class A Shares outstanding as of November 8, 2024, as reported in the Issuer's 10-Q filed November 12, 2024 as increased by (ii) 71,411,984 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G |
| CUSIP No. | 70439P108 |
| 1 | Names of Reporting Persons AKKR SC GPI HoldCo LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 182,033.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The reported securities represent 182,033 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 24,522,383 Class A Shares outstanding as of November 8, 2024, as reported in the Issuer's 10-Q filed November 12, 2024 as increased by (ii) 71,411,984 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G |
| CUSIP No. | 70439P108 |
| 1 | Names of Reporting Persons Palumbo, Robert | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 71,998,677.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 75.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The reported securities represent (i) 2,536,524 Class A Shares, (ii) 66,276,461 Class A Shares issuable upon conversion of an equal number of Class B Shares, and (iii) 1,235,860 Class A Shares underlying the Proxy Shares.
The reported percentage is calculated based on (i) 24,522,383 Class A Shares outstanding as of November 8, 2024, as reported in the Issuer's 10-Q filed November 12, 2024 as increased by (ii) 71,411,984 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G |
| CUSIP No. | 70439P108 |
| 1 | Names of Reporting Persons Barnds, Thomas | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 71,998,676.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 75.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The reported securities represent (i) 2,536,524 Class A Shares, (ii) 68,226,292 Class A Shares issuable upon conversion of an equal number of Class B Shares, and (iii) 1,235,860 Class A Shares underlying the Proxy Shares.
The reported percentage is calculated based on (i) 24,522,383 Class A Shares outstanding as of November 8, 2024, as reported in the Issuer's 10-Q filed November 12, 2024 as increased by (ii) 71,411,984 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G |
| CUSIP No. | 70439P108 |
| 1 | Names of Reporting Persons KKR-AKI Investors L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,235,860.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.29 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The reported securities represent 1,235,860 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 24,522,383 Class A Shares outstanding as of November 8, 2024, as reported in the Issuer's 10-Q filed November 12, 2024 as increased by (ii) 71,411,984 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Paymentus Holdings, Inc. | |
| (b) | Address of issuer's principal executive
offices: 11605 N. Community House Road, Suite 300 Charlotte, NC, 28277 | |
| Item 2. | ||
| (a) | Name of person filing: (i) Accel-KKR Holdings GP, LLC
(ii) Accel-KKR Capital Partners CV III, LP
(iii) Accel-KKR Growth Capital Partners III, LP
(iv) Accel-KKR Growth Capital Partners II Strategic Fund, LP
(v) Accel-KKR Growth Capital Partners II, LP
(vi) Accel-KKR Members Fund, LLC
(vii) AKKR Strategic Capital LP
(viii) AKKR SC GPI HoldCo LP
(ix) Palumbo, Robert
(x) Barnds, Thomas
(xi) KKR-AKI Investors L.L.C. | |
| (b) | Address or principal business office or, if
none, residence: c/o Accel-KKR
2180 Sand Hill Road, Suite 300,
Menlo Park, CA 94025. | |
| (c) | Citizenship: See responses to Item 4 on the cover page. | |
| (d) | Title of class of securities: Common Stock, par value $0.0001 | |
| (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 responses to Item 9 on each cover page.
Accel-KKR Fund Holdings
The aggregate 73,948,508 Class A Shares, representing 77.08% of the outstanding Class A Shares, which are reported as beneficially owned in this Statement are held as follows:
Accel-KKR Capital Partners CV III, LP ("CV III") directly holds 2,401,460 Class A Shares and 56,518,054 Class B Shares, convertible into an equal number of Class A Shares with no expiration date. AKKR Fund III Management Company CV, LP ("CV III GP") is the sole general partner of CV III.
Accel-KKR Growth Capital Partners III, LP ("GC III") directly holds 94,546 Class A Shares and 3,025,270 Class B Shares. AKKR Growth Capital Management Company III, LP ("GC III GP") is the sole general partner of GC III.
Accel-KKR Growth Capital Partners II Strategic Fund, LP ("GC II Strategic") directly holds 3,168 Class A Shares and 101,395 Class B Shares. AKKR Growth Capital Management Company II, LP ("GC II GP") is the sole general partner of GC II Strategic.
Accel-KKR Growth Capital Partners II, LP ("GC II") directly holds 37,350 Class A Shares and 1,195,150 Class B Shares. GC II GP is the sole general partner of GC II.
Accel-KKR Members Fund, LLC ("Members Fund") directly holds 4,441,502 Class B Shares. AKKR Management Company, LLC ("UGP") is the sole managing member of Members Fund.
AKKR Strategic Capital LP ("SC") directly holds 813,057 Class B Shares. AKKR Strategic Capital GP ("SC GP") is the sole general partner of SC.
AKKR SC GPI HoldCo LP ("SC GPI" and collectively with CV III, GC III, GC II Strategic, GC II, Members Fund, and SC, the "Accel-KKR Funds") directly holds 182,033 Class B Shares.
UGP has voting rights with respect to the 1,235,860 KKR-AKI Proxy Shares (described below).
Robert Palumbo directly holds 1,949,832 Class B Shares. Thomas Barnds directly holds 43 Class B Shares and beneficially owns an additional 1,949,788 Class B Shares through an affiliated trust.
UGP is the sole general partner of CV III GP, GC III GP, GC II GP, SC GP and SC GPI. Accel-KKR Holdings GP, LLC ("Topco GP") is the sole managing member of UGP. Thomas C. Barnds and Robert Palumbo are the sole two directors and members of Topco GP. AKKR Fund II Management Company, LP (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. Consequently, as a result of the ownership and relationships described in the above bullet points, Mr. Barnds, Mr. Palumbo, CV III GP, GC III GP, GC II GP, SC GP, UGP, Topco GP and the Management Company may be deemed to have shared voting and dispositive power over the shares held by the Accel-KKR Funds.
KKR-AKI Proxy Shares
KKR-AKI Investors L.L.C. ("KKR-AKI") directly holds 1,235,860 Class B Shares. Pursuant to a Distribution and Voting Agreement, dated as of February 13, 2012, KKR-AKI is subject to a voting agreement with respect to the shares of Class B common stock that it holds in the Issuer and has granted UGP a proxy and attorney-in-fact, with full power of substitution, to vote all of its shares as required by such voting agreement if KKR-AKI does not comply with the terms thereof. As a result, UGP may be deemed to beneficially own such shares.
Stockholders Agreement
Pursuant to a Stockholders Agreement, dated as of May 24, 2021, as filed as Exhibit 10.1 to the Form 8-K filed May 28, 2021 (the "Agreement"), among (i) the Issuer, (ii) certain of the Accel-KKR Funds, (iii) KKR-AKI, (iv) Dushyant Sharma and his related trusts and affiliates ("Sharma," together with the Accel-KKR Funds and KKR-AKI, the "Investor Parties"), the Investor Parties have agreed to certain voting arrangements, and therefore the Reporting Persons may be deemed to be part of a "group" pursuant to Rule 13d-3(a) with the Sharma Investors. Such "group" would be deemed to beneficially own an aggregate of 96,584,402 Class A Shares or 81.46% of the Issuer's outstanding Class A Shares calculated pursuant to Rule 13d-3(d). The Reporting Persons expressly disclaim membership in any such "group" and disclaim beneficial ownership of, and the responses to Items 5 through 9 of the cover pages to this Schedule 13G do not reflect, any securities that the Reporting Persons may be deemed to beneficially own solely by reason of the Agreement, which securities are separately reported on a Schedule 13G filed by Sharma on February 12, 2024.
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| (b) | Percent of class: See responses to Item 11 on each cover page hereto and the information set forth in Item 4(a) above. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page hereto. | ||
| (ii) Shared power to vote or to direct the
vote: See responses to Item 6 on each cover page hereto. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See responses to Item 7 on each cover page hereto. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See responses to Item 8 on each cover page hereto. | ||
| 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. |
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Comments accompanying signature:
24 Power of Attorney for Robert Palumbo, dated May 25, 2021 (incorporated herein by reference to Exhibit 24 to the filing by Robert Palumbo on Form 3 for Paymentus Holdings, Inc., filed with the Securities and Exchange Commission on May 25, 2021)
99.1 Joint Filing Agreement, dated as of February 14, 2025 by and among Accel-KKR Holdings GP, LLC, Accel-KKR Capital Partners CV III, LP, Accel-KKR Growth Capital Partners III, LP, Accel-KKR Growth Capital Partners II Strategic Fund, LP, Accel-KKR Growth Capital Partners II, LP, Accel-KKR Members Fund, LLC, AKKR Strategic Capital LP, AKKR SC GPI HoldCo LP, Thomas C. Barnds, and Robert Palumbo.