Form 4: Palumbo Restructures Paymentus Holdings Stake

Robert Palumbo, a Director and 10% owner of Paymentus Holdings, Inc., reported an in-kind distribution of 1,000,000 Class B Common Stock shares to partners.

Summary

• Robert Palumbo, a Director and 10% owner of Paymentus Holdings, Inc. (PAY), reported a change in beneficial ownership.
• The transaction involved an in-kind pro rata distribution of 1,000,000 shares of Class B Common Stock to partners, without consideration.
• Class B Common Stock is convertible at any time into an equal number of Class A Common Stock shares and has no expiration date.
• Following the distribution, Mr. Palumbo's direct beneficial ownership is 6,572,937 shares, which includes 152,515 shares received in distributions that were previously indirectly owned.
• Indirect beneficial ownership through various Accel-KKR entities includes: AKKR Strategic Capital LP (4,364,707 shares), Accel-KKR Capital Partners CV III, LP (21,395,285 shares), Accel-KKR Members Fund, LLC (1,183,406 shares), Accel-KKR Growth Capital Partners III, LP (900,687 shares), Accel-KKR Growth Capital Partners II Strategic Fund, LP (30,184 shares), Accel-KKR Growth Capital Partners II, LP (355,825 shares), and AKKR SC GPI HoldCo LP (820,762 shares).
• Accel-KKR Holdings GP, LLC (Topco GP), controlled by Mr. Palumbo and Mr. Barnds, has voting and investment power over the shares owned by the various Accel-KKR funds.

Sentiment

Score: 5

Explanation: The filing reports an internal restructuring of beneficial ownership by a director and 10% owner, involving an in-kind distribution among related entities. This type of transaction is generally neutral in sentiment as it does not reflect a direct market sale or purchase, nor does it provide operational or financial performance insights.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing details an internal restructuring of beneficial ownership by a significant insider and institutional investor (Accel-KKR) in Paymentus Holdings, Inc. It does not provide information directly related to broader industry trends or competitive landscape.

Related Party Transactions

• The transaction involves an in-kind pro rata distribution of shares from Robert Palumbo (a Director and 10% owner) to partners of various Accel-KKR entities, which are related parties. Mr. Palumbo, along with Mr. Barnds, controls Accel-KKR Holdings GP, LLC, which has voting and investment power over the shares held by the Accel-KKR funds mentioned.

Stakeholder Impact

• Shareholders: Minimal direct impact on public shareholders as the transaction is an internal restructuring of beneficial ownership among related parties and does not involve open market sales or purchases.
• Management: No direct impact on company management or operations is indicated by this ownership change.

Key Dates

Keywords

Paymentus Holdings, PAY, Robert Palumbo, Accel-KKR, Insider Trading, Form 4, Beneficial Ownership, Class B Common Stock, Equity Distribution