FORM 3
| Washington, D.C. 20549 |
OMB APPROVAL
OMB Number: 3235-0104 Estimated average burden hours per response... 0.5 |
| |
1. Name and Address of Reporting Person * Accel-KKR Holdings GP, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
| 3. Issuer Name and Ticker or Trading Symbol Paymentus Holdings, Inc. [PAY] |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below) | ||
5. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Beneficially Owned | |||
1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock (1) | 71,863,439 | I | Accel-KKR Capital Partners CV III, LP (2)(3) |
Common Stock (1) | 3,025,270 | I | Accel-KKR Growth Capital Partners III, LP (2)(3) |
Common Stock (1) | 101,395 | I | Accel-KKR Growth Capital Partners II Strategic Fund, LP (2)(3) |
Common Stock (1) | 1,195,150 | I | Accel-KKR Growth Capital Partners II, LP (2)(3) |
Common Stock (1) | 5,635,005 | I | Accel-KKR Members Fund, LLC (2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Private Placement Shares | (4) | (4) | Class A Common Stock | 2,245,886 | (4) | I | Accel-KKR Capital Partners CV III, LP (2)(3) |
Private Placement Shares | (4) | (4) | Class A Common Stock | 94,546 | (4) | I | Accel-KKR Growth Capital Partners III, LP (2)(3) |
Private Placement Shares | (4) | (4) | Class A Common Stock | 37,350 | (4) | I | Accel-KKR Growth Capital Partners II, LP (2)(3) |
Private Placement Shares | (4) | (4) | Class A Common Stock | 3,168 | (4) | I | Accel-KKR Growth Capital Partners II Strategic Fund, LP (2)(3) |
Remarks: Exhibit 24: Power of Attorney |
Reporting Owners | |||||
Reporting Owner Name / Address | |||||
Director | 10% Owner | Officer | Other | ||
Accel-KKR Holdings GP, LLC C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025 | X | ||||
ACCEL-KKR CAPITAL PARTNERS CV III, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025 | X | ||||
ACCEL-KKR GROWTH CAPITAL PARTNERS III, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025 | X | ||||
Accel-KKR Growth Capital Partners II Strategic Fund, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025 | X | ||||
Accel-KKR Growth Capital Partners II, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025 | X | ||||
Accel-KKR Members Fund, LLC C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025 | X | ||||
Palumbo Robert C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025 | X | X | |||
Barnds Thomas C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025 | X |
Signatures | ||
Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory | 5/25/2021 | |
**Signature of Reporting Person | Date | |
Accel-KKR Capital Partners CV III, LP, /s/ Thomas C. Barnds, as its authorized signatory | 5/25/2021 | |
**Signature of Reporting Person | Date | |
Accel-KKR Growth Capital Partners III, LP, /s/ Thomas C. Barnds, as its authorized signatory | 5/25/2021 | |
**Signature of Reporting Person | Date | |
Accel-KKR Growth Capital Partners II Strategic Fund, LP, /s/ Thomas C. Barnds, as its authorized signatory | 5/25/2021 | |
**Signature of Reporting Person | Date | |
Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory | 5/25/2021 | |
**Signature of Reporting Person | Date | |
Accel-KKR Members Fund, LLC, /s/ Thomas C. Barnds, as its authorized signatory | 5/25/2021 | |
**Signature of Reporting Person | Date | |
/s/ Thomas C. Barnds | 5/25/2021 | |
**Signature of Reporting Person | Date | |
/s/ Robert Palumbo | 5/25/2021 | |
**Signature of Reporting Person | Date |
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 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Thomas C. Barnds, acting singly and with full power of substitution or revocation, the undersigned's true and lawful attorneys-in- fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as a director, director nominee, officer or beneficial owner of common stock of Paymentus Holdings, Inc., a Delaware corporation (the "Company"), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the "Exchange Act"), and any Forms 3, 4, and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such schedules or forms and timely file such forms with the United States Securities and Exchange Commission and any applicable stock exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact's discretion. The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, Section 13 and/or Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 or Section 16 of the Exchange Act with respect to the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of May, 2021. By: /s/ Robert Palumbo ------------------ Name: Robert Palumbo