Paymentus Holdings, Inc. — Director's Dealing 2021

Jun 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paymentus Holdings, Inc. (PAY)
CIK: 0001841156
Period of Report: 2021-05-28

Reporting Person: Accel-KKR Holdings GP, LLC (10% Owner)
Reporting Person: ACCEL-KKR CAPITAL PARTNERS CV III, LP (10% Owner)
Reporting Person: ACCEL-KKR GROWTH CAPITAL PARTNERS III, LP (10% Owner)
Reporting Person: Accel-KKR Growth Capital Partners II Strategic Fund, LP (10% Owner)
Reporting Person: Accel-KKR Growth Capital Partners II, LP (10% Owner)
Reporting Person: Accel-KKR Members Fund, LLC (10% Owner)
Reporting Person: Palumbo Robert (Director, 10% Owner)
Reporting Person: Barnds Thomas (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-28	Common Stock	J	71863439	—	Disposed	0	Indirect
2021-05-28	Common Stock	J	3025270	—	Disposed	0	Indirect
2021-05-28	Common Stock	J	101395	—	Disposed	0	Indirect
2021-05-28	Common Stock	J	1195150	—	Disposed	0	Indirect
2021-05-28	Common Stock	J	5635005	—	Disposed	0	Indirect
2021-05-28	Class A Common Stock	C	2245886	—	Acquired	2245886	Indirect
2021-05-28	Class A Common Stock	C	94546	—	Acquired	94546	Indirect
2021-05-28	Class A Common Stock	C	37350	—	Acquired	37350	Indirect
2021-05-28	Class A Common Stock	C	3168	—	Acquired	3168	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-28	Class B Common Stock	$	J	71863439	Acquired		Class A Common Stock (71863439)	Indirect
2021-05-28	Class B Common Stock	$	J	3025270	Acquired		Class A Common Stock (3025270)	Indirect
2021-05-28	Class B Common Stock	$	J	101395	Acquired		Class A Common Stock (101395)	Indirect
2021-05-28	Class B Common Stock	$	J	1195150	Acquired		Class A Common Stock (1195150)	Indirect
2021-05-28	Class B Common Stock	$	J	5635005	Acquired		Class A Common Stock (5635005)	Indirect
2021-05-28	Private Placement Shares	$	C	2245886	Disposed		Class A Common Stock (2245886)	Indirect
2021-05-28	Private Placement Shares	$	C	94546	Disposed		Class A Common Stock (94546)	Indirect
2021-05-28	Private Placement Shares	$	C	37350	Disposed		Class A Common Stock (37350)	Indirect
2021-05-28	Private Placement Shares	$	C	3168	Disposed		Class A Common Stock (3168)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: (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.