Paymentus Holdings Inc.

11/27/2024 | Press release | Distributed by Public on 11/27/2024 20:02

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Palumbo Robert
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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ACCEL-KKR, 2180 SAND HILL ROAD, SUITE 300 		3. Date of Earliest Transaction (Month/Day/Year)
11/26/2024
(Street)
MENLO PARK, CA 94025 		4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Class B Common Stock (1) 11/26/2024 J(2) 3,711,346 (1) (1) Class A Common Stock 3,711,346 $ 0 (2) 63,940,746 I Accel-KKR Capital Partners CV III, LP(3)(4)
Class B Common Stock (1) 11/26/2024 J(2) 288,654 (1) (1) Class A Common Stock 288,654 $ 0 (2) 5,018,810 I Accel-KKR Members Fund, LLC(3)(4)
Class B Common Stock (1) (1) (1) Class A Common Stock 3,025,270 3,025,270 I Accel-KKR Growth Capital Partners III, LP(3)(4)
Class B Common Stock (1) (1) (1) Class A Common Stock 101,395 101,395 I Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)
Class B Common Stock (1) (1) (1) Class A Common Stock 1,195,150 1,195,150 I Accel-KKR Growth Capital Partners II, LP(3)(4)
Class B Common Stock (1) (1) (1) Class A Common Stock 271,057(5) 271,057 I AKKR Strategic Capital LP(3)(4)
Class B Common Stock (1) (1) (1) Class A Common Stock 60,518(5) 60,518 I AKKR SC GPI HoldCo LP(3)(4)
Class B Common Stock (1) (1) (1) Class A Common Stock 1,024,503(6) 1,024,503 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Palumbo Robert
C/O ACCEL-KKR
2180 SAND HILL ROAD, SUITE 300
MENLO PARK, CA 94025 		X X

Signatures

/s/ Robert Palumbo, /s/ Thomas C. Barnds, as attorney-in-fact 11/27/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) Shares received in a pro rata distribution from funds affiliated with Accel-KKR.
(3) Accel-KKR Holdings GP, LLC , or Topco GP (for which decision making is controlled by Mr. Palumbo and Mr. Barnds), has voting and investment power over the shares of Common Stock of the Issuer owned by (i) Accel-KKR Capital Partners CV III, LP, or CV III; (ii) Accel-KKR Growth Capital Partners III, LP, or GC III; (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP, or GC II Strategic; (iv) Accel-KKR Growth Capital Partners II, LP, or GC II; (v) Accel-KKR Members Fund, LLC, or Members Fund; (vi) AKKR Strategic Capital LP, or SC; and (vii) AKKR SC GPI HoldCo LP, or SC GPI. AKKR Fund III Management Company CV, LP, or CV III GP, is the sole general partner of CV III. AKKR Growth Capital Management Company III, LP, or GC III GP, is the sole general partner of GC III.
(4) (Continued from footnote 3) AKKR Growth Capital Management Company II, LP, or GC II GP, is the sole general partner of GC II Strategic and GC II. AKKR Strategic Capital GP, or SC GP, is the sole general partner of SC. AKKR Management Company, LLC, or UGP, is the sole managing member of Members Fund and the sole general partner of CV III GP, GC III GP, GC II GP, SC GP and SC GPI. Topco GP, is the sole managing member of UGP. AKKR Fund II Management Company, LP, or 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. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein. Each of the foregoing entities and Mr. Barnds have separately filed Form 4s reporting their interests.
(5) Shares received from CV III in the distribution described in footnote 2. Such shares were previously reported as indirectly owned through CVIII.
(6) Includes 460,866 shares of Class B Common Stock received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.