Sec Form 4 Filing - Accel-KKR Holdings GP, LLC @ Paymentus Holdings, Inc. - 2021-05-28

FORM 4 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 Accel-KKR Holdings GP, LLC 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) (Last) (First) (Middle) C/O ACCEL-KKR, 2180 SAND HILL ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2021 (Street) MENLO PARK, CA94025 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 05/28/2021 J( 1 ) 71,863,439 D 0 I Accel-KKR Capital Partners CV III, LP ( 3 ) ( 4 ) Common Stock 05/28/2021 J( 1 ) 3,025,270 D 0 I Accel-KKR Growth Capital Partners III, LP ( 3 ) ( 4 ) Common Stock 05/28/2021 J( 1 ) 101,395 D 0 I Accel-KKR Growth Capital Partners II Strategic Fund, LP ( 3 ) ( 4 ) Common Stock 05/28/2021 J( 1 ) 1,195,150 D 0 I Accel-KKR Growth Capital Partners II, LP ( 3 ) ( 4 ) Common Stock 05/28/2021 J( 1 ) 5,635,005 D 0 I Accel-KKR Members Fund, LLC ( 3 ) ( 4 ) Class A Common Stock 05/28/2021 C( 2 ) 2,245,886 A 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 94,546 I Accel-KKR Growth Capital Partners III, LP ( 3 ) ( 4 ) Class A Common Stock 05/28/2021 C( 2 ) 37,350 A 37,350 I Accel-KKR Growth Capital Partners II, LP ( 3 ) ( 4 ) Class A Common Stock 05/28/2021 C( 2 ) 3,168 A 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 (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 Class B Common Stock ( 1 ) 05/28/2021 J( 1 ) 71,863,439 ( 1 ) ( 1 ) Class A Common Stock 71,863,439 $ 0 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 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 $ 0 101,395 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 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 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 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 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 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 0 I Accel-KKR Growth Capital Partners II Strategic Fund, LP ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Accel-KKR Holdings GP, LLC C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X ACCEL-KKR CAPITAL PARTNERS CV III, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X ACCEL-KKR GROWTH CAPITAL PARTNERS III, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X Accel-KKR Growth Capital Partners II Strategic Fund, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X Accel-KKR Growth Capital Partners II, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X Accel-KKR Members Fund, LLC C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X Palumbo Robert C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X X Barnds Thomas C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X Signatures Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory 06/02/2021 Signature of Reporting Person Date Accel-KKR Capital Partners CV III, LP, /s/ Thomas C. Barnds, as its authorized signatory 06/02/2021 Signature of Reporting Person Date Accel-KKR Growth Capital Partners III, LP, /s/ Thomas C. Barnds, as its authorized signatory 06/02/2021 Signature of Reporting Person Date Accel-KKR Growth Capital Partners II Strategic Fund, LP, /s/ Thomas C. Barnds, as its authorized signatory 06/02/2021 Signature of Reporting Person Date Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory 06/02/2021 Signature of Reporting Person Date Accel-KKR Members Fund, LLC, /s/ Thomas C. Barnds, as its authorized signatory 06/02/2021 Signature of Reporting Person Date /s/ Thomas C. Barnds 06/02/2021 Signature of Reporting Person Date Robert Palumbo, /s/ Thomas C. Barnds, as attorney-in-fact 06/02/2021 Signature of Reporting Person Date

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.

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).

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