SEC FORM 4

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^*

Accel-KKR Holdings GP, LLC

(Last)

(First)

(Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK

94025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Common Stock	05/28/2021		J⁽¹⁾		71,863,439	D	⁽¹⁾	0	I	Accel-KKR Capital Partners CV III, LP⁽³⁾⁽⁴⁾
Common Stock	05/28/2021		J⁽¹⁾		3,025,270	D	⁽¹⁾	0	I	Accel-KKR Growth Capital Partners III, LP⁽³⁾⁽⁴⁾
Common Stock	05/28/2021		J⁽¹⁾		101,395	D	⁽¹⁾	0	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP⁽³⁾⁽⁴⁾
Common Stock	05/28/2021		J⁽¹⁾		1,195,150	D	⁽¹⁾	0	I	Accel-KKR Growth Capital Partners II, LP⁽³⁾⁽⁴⁾
Common Stock	05/28/2021		J⁽¹⁾		5,635,005	D	⁽¹⁾	0	I	Accel-KKR Members Fund, LLC⁽³⁾⁽⁴⁾
Class A Common Stock	05/28/2021		C⁽²⁾		2,245,886	A	⁽²⁾	2,245,886	I	Accel-KKR Capital Partners CV III, LP⁽³⁾⁽⁴⁾
Class A Common Stock	05/28/2021		C⁽²⁾		94,546	A	⁽²⁾	94,546	I	Accel-KKR Growth Capital Partners III, LP⁽³⁾⁽⁴⁾
Class A Common Stock	05/28/2021		C⁽²⁾		37,350	A	⁽²⁾	37,350	I	Accel-KKR Growth Capital Partners II, LP⁽³⁾⁽⁴⁾
Class A Common Stock	05/28/2021		C⁽²⁾		3,168	A	⁽²⁾	3,168	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP⁽³⁾⁽⁴⁾

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)
Class B Common Stock	⁽¹⁾	05/28/2021		J⁽¹⁾		71,863,439		⁽¹⁾	⁽¹⁾	Class A Common Stock	71,863,439	$0.00	71,863,439	I	Accel-KKR Capital Partners CV III, LP⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	05/28/2021		J⁽¹⁾		3,025,270		⁽¹⁾	⁽¹⁾	Class A Common Stock	3,025,270	$0.00	3,025,270	I	Accel-KKR Growth Capital Partners III, LP⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	05/28/2021		J⁽¹⁾		101,395		⁽¹⁾	⁽¹⁾	Class A Common Stock	101,395	$0.00	101,395	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	05/28/2021		J⁽¹⁾		1,195,150		⁽¹⁾	⁽¹⁾	Class A Common Stock	1,195,150	$0.00	1,195,150	I	Accel-KKR Growth Capital Partners II, LP⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	05/28/2021		J⁽¹⁾		5,635,005		⁽¹⁾	⁽¹⁾	Class A Common Stock	5,635,005	$0.00	5,635,005	I	Accel-KKR Members Fund, LLC⁽³⁾⁽⁴⁾
Private Placement Shares	⁽²⁾	05/28/2021		C⁽²⁾			2,245,886	⁽²⁾	⁽²⁾	Class A Common Stock	2,245,886	$0.00	0	I	Accel-KKR Capital Partners CV III, LP⁽³⁾⁽⁴⁾
Private Placement Shares	⁽²⁾	05/28/2021		C⁽²⁾			94,546	⁽²⁾	⁽²⁾	Class A Common Stock	94,546	$0.00	0	I	Accel-KKR Growth Capital Partners III, LP⁽³⁾⁽⁴⁾
Private Placement Shares	⁽²⁾	05/28/2021		C⁽²⁾			37,350	⁽²⁾	⁽²⁾	Class A Common Stock	37,350	$0.00	0	I	Accel-KKR Growth Capital Partners II, LP⁽³⁾⁽⁴⁾
Private Placement Shares	⁽²⁾	05/28/2021		C⁽²⁾			3,168	⁽²⁾	⁽²⁾	Class A Common Stock	3,168	$0.00	0	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Accel-KKR Holdings GP, LLC

(Last)

(First)

(Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ACCEL-KKR CAPITAL PARTNERS CV III, LP

(Last)

(First)

(Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ACCEL-KKR GROWTH CAPITAL PARTNERS III, LP

(Last)

(First)

(Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel-KKR Growth Capital Partners II Strategic Fund, LP

(Last)

(First)

(Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel-KKR Growth Capital Partners II, LP

(Last)

(First)

(Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel-KKR Members Fund, LLC

(Last)

(First)

(Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Palumbo Robert

(Last)

(First)

(Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Barnds Thomas

(Last)

(First)

(Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A 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 and has no expiration date.

2. Pursuant to an agreement with the Issuer, dated as of May 16, 2021, the Reporting Persons were subject to an obligation to puchase an aggregate of $50,000,000 of Class A Common Stock of the Issuer ("Private Placement Shares") in a private placement that occurred in connection with the closing of the Issuer's initial public offering of Class A Common Stock.

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; and (v) Accel-KKR Members Fund, LLC, or Members Fund.

4. (Continued from footnote 3) 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. AKKR Growth Capital Management Company II, LP, or GC II GP, is the sole general partner of GC II Strategic and GC II. 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 and GC II GP. 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.

Remarks:

	Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory	06/02/2021
	Accel-KKR Capital Partners CV III, LP, /s/ Thomas C. Barnds, as its authorized signatory	06/02/2021
	Accel-KKR Growth Capital Partners III, LP, /s/ Thomas C. Barnds, as its authorized signatory	06/02/2021
	Accel-KKR Growth Capital Partners II Strategic Fund, LP, /s/ Thomas C. Barnds, as its authorized signatory	06/02/2021
	Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory	06/02/2021
	Accel-KKR Members Fund, LLC, /s/ Thomas C. Barnds, as its authorized signatory	06/02/2021
	/s/ Thomas C. Barnds	06/02/2021
	Robert Palumbo, /s/ Thomas C. Barnds, as attorney-in-fact	06/02/2021
	** Signature of Reporting Person	Date
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