Sec Form 4 Filing - Sharma Dushyant @ 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 Sharma Dushyant 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 X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) 18390 NE 68TH ST. 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2021 (Street) REDMOND, WA98052 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 ) 17,549,795 D 0 I See Explanation of Responses ( 2 ) Common Stock 05/28/2021 J( 1 ) 1,152,560 D 0 I See Explanation of Responses ( 3 ) Common Stock 05/28/2021 J( 1 ) 157,167 D 0 I See Explanation of Responses ( 4 ) Common Stock 05/28/2021 J( 1 ) 157,167 D 0 I See Explanation of Responses ( 5 ) Common Stock 05/28/2021 J( 1 ) 157,167 D 0 I See Explanation of Responses ( 6 ) Common Stock 05/28/2021 J( 1 ) 157,167 D 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) 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 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 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 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 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 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 $ 0 157,167 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 $ 0 157,167 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 $ 0 157,167 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 $ 0 157,167 I See Explanation of Responses ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sharma Dushyant 18390 NE 68TH ST. REDMOND, WA98052 X X Chairman, President and CEO Signatures /s/ John Morrow, Attorney-in-Fact 05/28/2021 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 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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