Sec Form 3 Filing - AKKR STRATEGIC CAPITAL LP @ Paymentus Holdings, Inc. - 2024-11-26

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
AKKR STRATEGIC CAPITAL LP
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)
2180 SAND HILL ROAD, SUITE 300,
3. Date of Earliest Transaction (MM/DD/YY)
11/26/2024
(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 ) ( 1 ) ( 1 ) Class A Common Stock 271,057 I AKKR Strategic Capital LP ( 2 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 60,518 I AKKR SC GPI HoldCo LP ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AKKR STRATEGIC CAPITAL LP
2180 SAND HILL ROAD, SUITE 300
MENLO PARK, CA94025
X
AKKR SC GPI HoldCo LP
C/O ACCEL-KKR
2180 SAND HILL ROAD, SUITE 300
MENLO PARK, CA94025
X
Signatures
AKKR Strategic Capital LP, /s/ Thomas C. Barnds, as its authorized signatory 12/04/2024
Signature of Reporting Person Date
AKKR SC GPI HoldCo LP, /s/ Thomas C. Barnds, as its authorized signatory 12/04/2024
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 )Accel-KKR Holdings GP, LLC , or Topco GP, has voting and investment power over the shares of Common Stock of the Issuer owned by (i) AKKR Strategic Capital LP, or SC, and (ii) AKKR SC GPI HoldCo LP, or SC GPI. AKKR Strategic Capital GP, or SC GP, is the sole general partner of SC. AKKR Management Company, LLC, or UGP, is the sole general partner of SC GP and SC GPI. Topco GP, is the sole managing member of UGP. Decision making of Topco GP is controlled by Mr. Robert Palumbo and Mr. Thomas Barnds. 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.

Remarks:
The Reporting Persons received Common Stock on November 26, 2024 in an in-kind pro rata distribution for no consideration. The Reporting Persons may be deemed to be members of the "group" consisting of Topco GP and certain of its affiliated investment funds. These entities have previously filed Form 4s reporting their interests.

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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