Paymentus (PAY) Form 3 Paymentus / Dushyant Sharma ownership change

SEC Form 3

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^*

Sharma Dushyant

(Last) (First) (Middle)

18390 NE 68TH ST.

(Street)

REDMOND WA 98052

(City) (State) (Zip)

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman, President and CEO

5. 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 Beneficially Owned
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)	17,549,795	I	See Explanation of Responses(2)
Common Stock(1)	1,152,560	I	See Explanation of Responses(3)
Common Stock(1)	157,167	I	See Explanation of Responses(4)
Common Stock(1)	157,167	I	See Explanation of Responses(5)
Common Stock(1)	157,167	I	See Explanation of Responses(6)
Common Stock(1)	157,167	I	See Explanation of Responses(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (Right to Buy)	(8)	04/08/2029	Common Stock(1)	3,304,870	8.66	I	See Explanation of Responses(9)

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. Dushyant Sharma is the sole manager of Ashigrace LLC and has sole voting and dispositive power over the shares held by Ashigrace LLC, which directly holds 17,549,795 shares of Common Stock.

3. Mr. Sharma serves as the trustee for the The Ruma Sharma Family Trust dated December 3, 2018, which directly holds 1,152,560 shares of Common Stock.

4. Mr. Sharma's spouse serves as the trustee for the The Sharma Family Trust A dated March 30, 2021, which directly holds 157,167 shares of Common Stock. Mr. Sharma disclaims beneficial ownership of the shares held by The Sharma Family Trust A dated March 30, 2021.

5. Mr. Sharma's spouse serves as the trustee for the The Sharma Family Trust B dated March 30, 2021, which directly holds 157,167 shares of Common Stock. Mr. Sharma disclaims beneficial ownership of the shares held by The Sharma Family Trust B dated March 30, 2021.

6. Mr. Sharma's spouse serves as the trustee for the The Sharma Family Trust C dated March 30, 2021, which directly holds 157,167 shares of Common Stock. Mr. Sharma disclaims beneficial ownership of the shares held by The Sharma Family Trust C dated March 30, 2021.

7. Mr. Sharma's spouse serves as the trustee for the The Sharma Family Trust D dated March 30, 2021, which directly holds 157,167 shares of Common Stock. Mr. Sharma disclaims beneficial ownership of the shares held by The Sharma Family Trust D dated March 30, 2021.

8. One fifth (1/5th) of the shares subject to the award shall vest one year after January 25, 2019, or the Vesting Commencement Date, and one sixtieth (1/60th) of the shares subject to the award shall vest each month thereafter on the same day of the month as the Vesting Commencement Date.

9. Mr. Sharma is the sole manager of Ashigrace LLC and has sole voting and dispositive power over the shares held by Ashigrace LLC, which directly holds options to purchase 3,304,870 shares of Common Stock.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ John Morrow, Attorney-in-Fact	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).
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