Amended Statement of Ownership (sc 13g/a)
February 13 2023 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Paymentus
Holdings, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
70439P108
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to
Designate the Rule Pursuant to Which this Schedule Is Filed:
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
CUSIP No. 70439P108 |
|
SCHEDULE 13G |
|
Page 2 of 6 |
|
|
|
|
|
|
|
1. |
|
Names of Reporting Persons
Dushyant Sharma |
2. |
|
Check The Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
3. |
|
SEC Use Only
|
4. |
|
Citizenship or Place of
Organization United States of America |
Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
|
5. |
|
Sole Voting Power
20,303,854(1) |
|
6. |
|
Shared Voting Power
1,781,228(2)(4) |
|
7. |
|
Sole Dispositive Power
20,303,854(1) |
|
8. |
|
Shared Dispositive Power
1,781,228(2)(4) |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
22,085,082(3)(4) |
10. |
|
Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11. |
|
Percent of Class
Represented By Amount in Row (9) 52.9%(5) |
12. |
|
Type of Reporting Person
(See Instructions) IN |
(1) |
Represents (i) 1 share of Class A common stock held directly by Ashigrace LLC (Ashigrace);
(ii) 17,549,795 shares of Class B common stock held directly by Ashigrace; and (iii) 2,754,058 stock options to purchase shares of Class B common stock held directly by Ashigrace exercisable within sixty days of the date of this filing.
Shares of Class B common stock are convertible at any time, at the holders election and automatically in connection with certain transfers and upon certain other events, into an equal number of shares of Class A common stock.
|
(2) |
Represents (i) 1,152,560 shares of Class B common stock held directly by The Ruma Sharma Family Trust
dated December 3, 2018 (the Ruma Sharma Trust); (ii) 157,167 shares of Class B common stock held directly by The Sharma Family Trust A dated March 30, 2021 (Trust A); (iii) 157,167 shares of Class B common
stock held directly by The Sharma Family Trust B dated March 30, 2021 (Trust B); (iv) 157,167 shares of Class B common stock held directly by The Sharma Family Trust C dated March 30, 2021 (Trust C); and (v)
157,167 shares of Class B common stock held directly by The Sharma Family Trust D dated March 30, 2021 (Trust D, and, collectively with Trust A, Trust B and Trust C, the Sharma Family Trusts). Shares of Class B
common stock are convertible at any time, at the holders election and automatically in connection with certain transfers and upon certain other events, into an equal number of shares of Class A common stock. Mr. Sharma serves as
trustee for the Ruma Sharma Trust, and Mr. Sharmas spouse serves as the trustee for the Sharma Family Trusts. |
|
|
|
|
|
CUSIP No. 70439P108 |
|
SCHEDULE 13G |
|
Page 3 of 6 |
(3) |
Includes (i) 1 share of Class A common stock held directly by Ashigrace; (ii) 17,549,795 shares of
Class B common stock held directly by Ashigrace; (iii) 2,754,058 stock options to purchase shares of Class B common stock held directly by Ashigrace exercisable within sixty days of the date of this filing; (iv) 1,152,560 shares of
Class B common stock held directly by the Ruma Sharma Trust; (v) 157,167 shares of Class B common stock held directly by Trust A; (vi) 157,167 shares of Class B common stock held directly by Trust B; (vii) 157,167 shares of
Class B common stock held directly by Trust C; and (viii) 157,167 shares of Class B common stock held directly by Trust D. |
(4) |
Mr. Sharma disclaims beneficial ownership of the shares held by the Sharma Family Trusts.
|
(5) |
Calculated based on (i) 19,653,961 shares of Class A common stock outstanding as of November 8, 2022,
as reported on the Issuers 10-Q filed November 10, 2022; (ii) 19,331,023 shares of Class A common stock issuable upon conversion of outstanding shares of Class B common stock; and (iii)
2,754,058 shares of Class A common stock issuable upon exercise and conversion of stock options to purchase shares of Class B common stock. |
|
|
|
|
|
CUSIP No. 70439P108 |
|
SCHEDULE 13G |
|
Page 4 of 6 |
Item 1(a). |
Name of Issuer |
Paymentus Holdings, Inc.
Item 1(b). |
Address of the Issuers Principal Executive Offices |
11605 N. Community House Rd., Suite 300
Charlotte, NC 28277
Item 2(a). |
Name of Person Filing |
Dushyant Sharma
Item 2(b). |
Address of the Principal Business Office, or if none, Residence: |
c/o Paymentus Holdings, Inc.
11605 N. Community House Rd., Suite 300
Charlotte, NC 28277
See response to Item 4 on the cover page.
Item 2(d). |
Title of Class of Securities |
Class A Common Stock
70439P108
Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
Not Applicable.
|
(a) |
Amount beneficially owned: |
See response to Item 9 on the cover page.
See response to Item 11 on the cover page.
|
(c) |
Number of shares as to which the Reporting Person has: |
|
(i) |
Sole power to vote or to direct the vote: |
See response to Item 5 on the cover page.
|
(ii) |
Shared power to vote or to direct the vote: |
See response to Item 6 on the cover page.
|
(iii) |
Sole power to dispose or to direct the disposition of: |
See response to Item 7 on the cover page.
|
(iv) |
Shared power to dispose or to direct the disposition of: |
See response to Item 8 on the cover page.
|
|
|
|
|
CUSIP No. 70439P108 |
|
SCHEDULE 13G |
|
Page 5 of 6 |
Dushyant Sharma is the sole manager of Ashigrace LLC and has sole voting and dispositive
power with respect to the securities held by Ashigrace.
Pursuant to a Stockholders Agreement, dated as of May 24, 2021, as filed as
Exhibit 10.1 to the Issuers Form 8-K filed May 28, 2021 (the Agreement), among (i) the Issuer, (ii) Accel-KKR Capital Partners CV III,
LP (AKKR III), (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP (AKKR Growth II SF), (iv) Accel-KKR Growth Capital Partners II, LP
(AKKR Growth II), (v) Accel-KKR Growth Capital Partners III, LP (AKKR Growth III), (vi) Accel-KKR Members Fund, LLC (AKKR Members
and, collectively, with AKKR III, AKKR Growth II SF, AKKR Growth II and AKKR Growth III, the AKKR Funds), (vii) KKR-AKI Investors, LLC (KKR-AKI),
(viii) the Reporting Person, (ix) Ashigrace, (x) Trust A, (xi) Trust B, (xii) Trust C, (xiii) Trust D, (xiv) The Ruma Sharma Trust (together with the Reporting Person, Ashigrace, Trust A, Trust B, Trust C and Trust D, the
Sharma Investors and collectively together with the AKKR Funds and KKR-AKI, the Investor Parties), each of the Investor Parties has agreed to certain arrangements, as described under
Section 2(a) and Section 2(d) of the Agreement, including to vote all of the shares of Class A common stock and Class B common stock beneficially owned by such Investor Party, and to procure the vote of its affiliates, to cause
the election of certain persons to the Issuers board of directors.
As party to the Agreement, the Reporting Person may be deemed to
be a part of a group pursuant to Rule 13d-3(a) with the AKKR-Funds and KKR-AKI. Such group would be deemed to beneficially own an aggregate of
2,380,951 shares of Class A common stock and 105,141,200 shares of Class A common stock issuable upon conversion of outstanding shares of Class B common stock and shares of Class B common stock issuable upon exercise of
outstanding options exercisable within 60 days of the date of this filing, or 86.2% of the Issuers outstanding Class A common stock calculated pursuant to Rule 13d-3(d). The Reporting Person
expressly disclaims membership in any such group and disclaims beneficial ownership of, and the responses to Items 5 through 9 of the cover page to this Schedule 13G do not reflect, any securities that the Reporting Person may be deemed
to beneficially own solely by reason of the Agreement, which securities are separately reported on a Schedule 13G filed by the AKKR Funds on or about February 13, 2023.
Item 5. |
Ownership of Five Percent or Less of a Class |
Not Applicable.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company |
Not Applicable.
Item 8. |
Identification and Classification of Members of the Group |
Not Applicable.
Item 9. |
Notice of Dissolution of Group |
Not Applicable.
Not Applicable.
|
|
|
|
|
CUSIP No. 70439P108 |
|
SCHEDULE 13G |
|
Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2023
|
|
/s/ Dushyant Sharma |
Dushyant Sharma |
Paymentus (NYSE:PAY)
Historical Stock Chart
From Jun 2024 to Jul 2024
Paymentus (NYSE:PAY)
Historical Stock Chart
From Jul 2023 to Jul 2024