Sec Form 4 Filing - Accel-KKR Holdings GP, LLC @ Paymentus Holdings, Inc. - 2023-11-20

Insider filing report for Changes in Beneficial Ownership
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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)
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 (MM/DD/YY)
11/20/2023
(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
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 ) 11/20/2023 J( 2 ) 500,000 ( 1 ) ( 1 ) Class A Common Stock 500,000 $ 0 ( 2 ) 71,363,439 I Accel-KKR Capital Partners CV III, LP ( 3 ) ( 4 )
Class B Common Stock ( 1 ) 11/20/2023 J( 2 ) 38,888 ( 1 ) ( 1 ) Class A Common Stock 38,888 $ 0 ( 2 ) 5,596,117 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 )
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 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
Signatures
Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory 11/20/2023
Signature of Reporting Person Date
Accel-KKR Capital Partners CV III, LP, /s/ Thomas C. Barnds, as its authorized signatory 11/20/2023
Signature of Reporting Person Date
Accel-KKR Growth Capital Partners III, LP, /s/ Thomas C. Barnds, as its authorized signatory 11/20/2023
Signature of Reporting Person Date
Accel-KKR Growth Capital Partners II Strategic Fund, LP, /s/ Thomas C. Barnds, as its authorized signatory 11/20/2023
Signature of Reporting Person Date
Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory 11/20/2023
Signature of Reporting Person Date
Accel-KKR Members Fund, LLC, /s/ Thomas C. Barnds, as its authorized signatory 11/20/2023
Signature of Reporting Person Date
Explanation of Responses:
( 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 )In-kind pro rata distribution from the Reporting Person to its partners, without consideration.
( 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. Mr. Palumbo and Mr. Barnds have separately filed Form 4s reporting their interests.

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