Gary Trainor Form 4 Paymentus / Gary Trainor 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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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^*

Trainor Gary

(Last)

(First)

(Middle)

18390 NE 68TH ST.

(Street)

REDMOND

98052

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Paymentus Holdings, Inc. [ PAY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/17/2021		C⁽¹⁾		3,729	A	$0.00	3,729	I	See Explanation of Responses⁽²⁾
Class A Common Stock	12/17/2021		S⁽³⁾		3,729	D	$27.33⁽⁴⁾	0	I	See Explanation of Responses⁽²⁾
Class A Common Stock	12/17/2021		C⁽¹⁾		3,621	A	$0.00	3,621	I	See Explanation of Responses⁽²⁾
Class A Common Stock	12/17/2021		S⁽³⁾		3,621	D	$28.31⁽⁵⁾	0	I	See Explanation of Responses⁽²⁾
Class A Common Stock	12/20/2021		C⁽¹⁾		7,328	A	$0.00	7,328	I	See Explanation of Responses⁽²⁾
Class A Common Stock	12/20/2021		S⁽³⁾		7,328	D	$27.01⁽⁶⁾	0	I	See Explanation of Responses⁽²⁾
Class A Common Stock	12/20/2021		C⁽¹⁾		22	A	$0.00	22	I	See Explanation of Responses⁽²⁾
Class A Common Stock	12/20/2021		S⁽³⁾		22	D	$27.63	0	I	See Explanation of Responses⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.03	12/17/2021		M			7,350	⁽⁷⁾	10/10/2022	Class B Common Stock⁽⁸⁾	7,350	$0.00	1,367,465	I	See Explanation of Responses⁽²⁾
Class B Common Stock	⁽⁸⁾	12/17/2021		M		7,350		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	7,350	$0.00	7,350	I	See Explanation of Responses⁽²⁾
Class B Common Stock	⁽⁸⁾	12/17/2021		C			7,350	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	7,350	$0.00	0	I	See Explanation of Responses⁽²⁾
Stock Option (Right to Buy)	$0.03	12/20/2021		M			7,350	⁽⁷⁾	10/10/2022	Class B Common Stock⁽⁸⁾	7,350	$0.00	1,360,115	I	See Explanation of Responses⁽²⁾
Class B Common Stock	⁽⁸⁾	12/20/2021		M		7,350		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	7,350	$0.00	7,350	I	See Explanation of Responses⁽²⁾
Class B Common Stock	⁽⁸⁾	12/20/2021		C			7,350	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	7,350	$0.00	0	I	See Explanation of Responses⁽²⁾

Explanation of Responses:

1. Represents the conversion of Class B Common Stock into Class A Common Stock held of record by TF Investment Holdings LLC.

2. Represents shares held directly by TF Investment Holdings LLC. Gary Trainor is the sole manager of TF Investment Holdings LLC and has sole voting and dispositive power with respect to the shares held by TF Investment Holdings LLC.

3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by TF Investment Holdings LLC on September 15, 2021.

4. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $26.925 to $27.9175, inclusive. The reporting person undertakes to provide to Paymentus Holdings, Inc., any security holder of Paymentus Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

5. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $27.92 to $28.5, inclusive. The reporting person undertakes to provide to Paymentus Holdings, Inc., any security holder of Paymentus Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

6. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $26.61 to $27.485, inclusive. The reporting person undertakes to provide to Paymentus Holdings, Inc., any security holder of Paymentus Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

7. The shares subject to the option are fully vested and exercisable.

8. 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 and has no expiration date.

Remarks:

	/s/ Matt Parson, Attorney-in-Fact	12/21/2021
	** 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 4 (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.

Gary Trainor Form 4Paymentus / Gary Trainor ownership change