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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Paymentus Holdings, Inc. [ PAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 05/28/2021 | J(1) | 17,549,795 | D | (1) | 0 | I | See Explanation of Responses(2) | ||
Common Stock | 05/28/2021 | J(1) | 1,152,560 | D | (1) | 0 | I | See Explanation of Responses(3) | ||
Common Stock | 05/28/2021 | J(1) | 157,167 | D | (1) | 0 | I | See Explanation of Responses(4) | ||
Common Stock | 05/28/2021 | J(1) | 157,167 | D | (1) | 0 | I | See Explanation of Responses(5) | ||
Common Stock | 05/28/2021 | J(1) | 157,167 | D | (1) | 0 | I | See Explanation of Responses(6) | ||
Common Stock | 05/28/2021 | J(1) | 157,167 | D | (1) | 0 | I | See Explanation of Responses(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $8.66 | 05/28/2021 | J(1) | 3,304,870 | (8) | 04/08/2029 | Common Stock(1) | 3,304,870 | $0.00 | 0 | I | See Explanation of Responses(2) | |||
Stock Option (Right to Buy) | $8.66 | 05/28/2021 | J(1) | 3,304,870 | (8) | 04/08/2029 | Class B Common Stock(1) | 3,304,870 | $0.00 | 3,304,870 | I | See Explanation of Responses(2) | |||
Class B Common Stock | (1) | 05/28/2021 | J(1) | 17,549,795 | (1) | (1) | Class A Common Stock(1) | 17,549,795 | $0.00 | 17,549,795 | I | See Explanation of Responses(2) | |||
Class B Common Stock | (1) | 05/28/2021 | J(1) | 1,152,560 | (1) | (1) | Class A Common Stock(1) | 1,152,560 | $0.00 | 1,152,560 | I | See Explanation of Responses(3) | |||
Class B Common Stock | (1) | 05/28/2021 | J(1) | 157,167 | (1) | (1) | Class A Common Stock(1) | 157,167 | $0.00 | 157,167 | I | See Explanation of Responses(4) | |||
Class B Common Stock | (1) | 05/28/2021 | J(1) | 157,167 | (1) | (1) | Class A Common Stock(1) | 157,167 | $0.00 | 157,167 | I | See Explanation of Responses(5) | |||
Class B Common Stock | (1) | 05/28/2021 | J(1) | 157,167 | (1) | (1) | Class A Common Stock(1) | 157,167 | $0.00 | 157,167 | I | See Explanation of Responses(6) | |||
Class B Common Stock | (1) | 05/28/2021 | J(1) | 157,167 | (1) | (1) | Class A Common Stock(1) | 157,167 | $0.00 | 157,167 | I | See Explanation of Responses(7) |
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. Represents securities held directly by Ashigrace LLC. Dushyant Sharma is the sole manager of Ashigrace LLC and has sole voting and dispositive power with respect to the securities held by Ashigrace LLC. |
3. Represents shares held directly by The Ruma Sharma Family Trust dated December 3, 2018. Mr. Sharma serves as the trustee for The Ruma Sharma Family Trust dated December 3, 2018. |
4. Represents shares held directly by The Sharma Family Trust A dated March 30, 2021 ("The Sharma Family Trust A"). Mr. Sharma's spouse serves as the trustee for The Sharma Family Trust A. Mr. Sharma disclaims beneficial ownership of the shares held by The Sharma Family Trust A. |
5. Represents shares held directly by The Sharma Family Trust B dated March 30, 2021 ("The Sharma Family Trust B"). Mr. Sharma's spouse serves as the trustee for The Sharma Family Trust B. Mr. Sharma disclaims beneficial ownership of the shares held by The Sharma Family Trust B. |
6. Represents shares held directly by The Sharma Family Trust C dated March 30, 2021 ("The Sharma Family Trust C"). Mr. Sharma's spouse serves as the trustee for The Sharma Family Trust C. Mr. Sharma disclaims beneficial ownership of the shares held by The Sharma Family Trust C. |
7. Represents shares held directly by The Sharma Family Trust D dated March 30, 2021 ("The Sharma Family Trust D"). Mr. Sharma's spouse serves as the trustee for The Sharma Family Trust D. Mr. Sharma disclaims beneficial ownership of the shares held by The Sharma Family Trust D. |
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. |
Remarks: |
/s/ John Morrow, Attorney-in-Fact | 05/28/2021 | |
** 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. |