Sec Form 3 Filing - GTCR INVESTMENT XI LLC @ Paya Holdings Inc. - 2020-10-16

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GTCR INVESTMENT XI LLC 2. Issuer Name and Ticker or Trading Symbol Paya Holdings Inc. [ PAYA] 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) 300 NORTH LASALLE STREET, SUITE 5600 3. Date of Earliest Transaction (MM/DD/YY) 10/16/2020 (Street) CHICAGO, IL60654 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 54,534,022 ( 1 ) I See footnote ( 2 ) ( 3 ) Common Stock 700,000 ( 4 ) I See footnote ( 2 ) ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Right to Receive Common Stock ( 5 ) ( 5 ) 10/16/2025 Common Stock 7,000,000 I See foonote ( 2 ) ( 3 ) Right to Receive Common Stock ( 6 ) ( 6 ) 10/16/2025 Common Stock 7,000,000 I See foonote ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GTCR INVESTMENT XI LLC 300 NORTH LASALLE STREET SUITE 5600 CHICAGO, IL60654 X X GTCR PARTNERS XI/B LP 300 NORTH LASALLE STREET SUITE 5600 CHICAGO, IL60654 X X GTCR PARTNERS XI/A&C LP 300 NORTH LASALLE STREET SUITE 5600 CHICAGO, IL60654 X X GTCR FUND XI/B LP 300 NORTH LASALLE STREET SUITE 5600 CHICAGO, IL60654 X X GTCR FUND XI/C LP 300 NORTH LASALLE STREET SUITE 5600 CHICAGO, IL60654 X X Signatures GTCR INVESTMENT XI LLC, By: /s/ Jeffrey S. Wright, by power of attorney 10/16/2020 Signature of Reporting Person Date GTCR PARTNERS XI/B LP, By: /s/ Jeffrey S. Wright, by power of attorney 10/16/2020 Signature of Reporting Person Date GTCR PARTNERS XI/A&C LP, By: /s/ Jeffrey S. Wright, by power of attorney 10/16/2020 Signature of Reporting Person Date GTCR FUND XI/B LP, By: /s/ Jeffrey S. Wright, by power of attorney 10/16/2020 Signature of Reporting Person Date GTCR FUND XI/C LP, By: /s/ Jeffrey S. Wright, by power of attorney 10/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of shares of common stock acquired by GTCR-Ultra Holdings, LLC ("Ultra") on October 16, 2020 pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 3, 2020, by and among FinTech Acquisition Corp. III ("FT3"), Paya Holdings Inc. (formerly FinTech Acquisition Corp. III Parent Corp.) (the "Issuer"), GTCR Ultra-Holdings II, LLC ("Holdings"), Ultra, FinTech Merger Sub Corp., GTCR/Ultra Blocker, Inc. and GTCR Fund XI/C LP as consideration for the contribution of all of Ultra's equity interest in Holdings to the Issuer. ( 2 )Voting and dispositive power with respect to the shares of common stock held by Ultra is exercised by GTCR Investment XI LLC ("Investment XI"). Voting and dispositive power with respect to the shares of common stock held by Fund XI/B is exercised by its general partner, GTCR Partners XI/B LP ("Partners XI/B"). Voting and dispositive power with respect to the shares of common stock held by Fund XI/C is exercised by its general partner, GTCR Partners XI/A&C LP ("Partners XI/A&C"). Investment XI is the general partner of each of Co-Invest, Partners XI/B and Partners XI/A&C. GTCR Investment XI LLC is managed by an eight-member board of managers (the "GTCR Board of Managers") (Continued in Footnote 3). ( 3 )Each of the foregoing entities and the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. ( 4 )Consists of 555,574 shares held by GTCR Fund XI/B LP ("Fund XI/B"), 139,973 shares held by GTCR Fund XI/C LP ("Fund XI/C") and 4,453 shares held by GTCR Co-Invest XI LP ("Co-Invest" and, together with Fund XI/B and Fund XI/C, the "Funds"). All such shares of common stock are contractually required to be transferred to Ultra immediately following the consummation of the transactions contemplated by the Merger Agreement pursuant to the Share Transfer Agreement, dated as of October 15, 2020, by and among Ultra and the Funds. ( 5 )Pursuant to the Merger Agreement, if at any time prior to October 16, 2025 (the "Expiration Date"), the closing market price of Issuer common stock exceeds $15.00 for any period of 20 trading days out of 30 consecutive trading days, Ultra is irrevocably committed to receive, and the Issuer is obligated to issue to Ultra, an additional 7,000,000 ordinary shares. ( 6 )Pursuant to the Merger Agreement, if at any time prior to the Expiration Date, the closing market price of Issuer common stock exceeds $17.00 for any period of 20 trading days out of 30 consecutive trading days, Ultra is irrevocably committed to receive, and the Issuer is obligated to issue to Ultra, an additional 7,000,000 ordinary shares.

Remarks: Investment XI, acting through Fund XI/B and Fund XI/C, has the right to designate up to five nominees for election to the board of directors of the Issuer. Aaron Cohen, KJ McConnell, Collin Roche, Anna May Trala and Jim Bonetti currently serve on the board of directors of the Issuer as the designees of Investment XI. Exhibit 24 - Power of Attorney

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