Statement of Changes in Beneficial Ownership (4)
December 21 2021 - 05:49PM
Edgar (US Regulatory)
FORM 4
[ ]
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 OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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|
| 1. Name
and Address of Reporting Person * Trainor Gary |
2. Issuer Name and Ticker or Trading
Symbol Paymentus Holdings, Inc. [ PAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
18390 NE 68TH ST. |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/17/2021
|
|
(Street)
REDMOND, WA 98052
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
|
Class A Common Stock |
12/17/2021 |
|
C(1) |
|
3729 |
A |
$0.00 |
3729 |
I |
See Explanation of Responses (2) |
|
Class A Common Stock |
12/17/2021 |
|
S(3) |
|
3729 |
D |
$27.33 (4) |
0 |
I |
See Explanation of Responses (2) |
|
Class A Common Stock |
12/17/2021 |
|
C(1) |
|
3621 |
A |
$0.00 |
3621 |
I |
See Explanation of Responses (2) |
|
Class A Common Stock |
12/17/2021 |
|
S(3) |
|
3621 |
D |
$28.31 (5) |
0 |
I |
See Explanation of Responses (2) |
|
Class A Common Stock |
12/20/2021 |
|
C(1) |
|
7328 |
A |
$0.00 |
7328 |
I |
See Explanation of Responses (2) |
|
Class A Common Stock |
12/20/2021 |
|
S(3) |
|
7328 |
D |
$27.01 (6) |
0 |
I |
See Explanation of Responses (2) |
|
Class A Common Stock |
12/20/2021 |
|
C(1) |
|
22 |
A |
$0.00 |
22 |
I |
See Explanation of Responses (2) |
|
Class A Common Stock |
12/20/2021 |
|
S(3) |
|
22 |
D |
$27.63 |
0 |
I |
See Explanation of Responses (2) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying
Derivative Security
(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 |
|
Stock Option (Right to Buy) |
$0.03 |
12/17/2021 |
|
M |
|
|
7350 |
(7) |
10/10/2022 |
Class B Common Stock (8) |
7350 |
$0.00 |
1367465 |
I |
See Explanation of Responses (2) |
|
Class B Common Stock |
(8) |
12/17/2021 |
|
M |
|
7350 |
|
(8) |
(8) |
Class A Common Stock |
7350 |
$0.00 |
7350 |
I |
See Explanation of Responses (2) |
|
Class B Common Stock |
(8) |
12/17/2021 |
|
C |
|
|
7350 |
(8) |
(8) |
Class A Common Stock |
7350 |
$0.00 |
0 |
I |
See Explanation of Responses (2) |
|
Stock Option (Right to Buy) |
$0.03 |
12/20/2021 |
|
M |
|
|
7350 |
(7) |
10/10/2022 |
Class B Common Stock (8) |
7350 |
$0.00 |
1360115 |
I |
See Explanation of Responses (2) |
|
Class B Common Stock |
(8) |
12/20/2021 |
|
M |
|
7350 |
|
(8) |
(8) |
Class A Common Stock |
7350 |
$0.00 |
7350 |
I |
See Explanation of Responses (2) |
|
Class B Common Stock |
(8) |
12/20/2021 |
|
C |
|
|
7350 |
(8) |
(8) |
Class A Common Stock |
7350 |
$0.00 |
0 |
I |
See Explanation of Responses (2) |
| Explanation of
Responses: |
| (1) |
Represents the conversion of
Class B Common Stock into Class A Common Stock held of record by TF
Investment Holdings LLC. |
| (2) |
Represents shares held
directly by TF Investment Holdings LLC. Gary Trainor is the sole
manager of TF Investment Holdings LLC and has sole voting and
dispositive power with respect to the shares held by TF Investment
Holdings LLC. |
| (3) |
The sales reported in this
Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted
by TF Investment Holdings LLC on September 15, 2021. |
| (4) |
The "Amount" and "Price"
reported in this Column 4 reflect the aggregate number and
weighted-average price, respectively, of shares sold. These shares
were sold in multiple transactions at prices ranging from $26.925
to $27.9175, inclusive. The reporting person undertakes to provide
to Paymentus Holdings, Inc., any security holder of Paymentus
Holdings, Inc., or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of
shares sold at each separate price within the ranges set forth
herein. |
| (5) |
The "Amount" and "Price"
reported in this Column 4 reflect the aggregate number and
weighted-average price, respectively, of shares sold. These shares
were sold in multiple transactions at prices ranging from $27.92 to
$28.5, inclusive. The reporting person undertakes to provide to
Paymentus Holdings, Inc., any security holder of Paymentus
Holdings, Inc., or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of
shares sold at each separate price within the ranges set forth
herein. |
| (6) |
The "Amount" and "Price"
reported in this Column 4 reflect the aggregate number and
weighted-average price, respectively, of shares sold. These shares
were sold in multiple transactions at prices ranging from $26.61 to
$27.485, inclusive. The reporting person undertakes to provide to
Paymentus Holdings, Inc., any security holder of Paymentus
Holdings, Inc., or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of
shares sold at each separate price within the ranges set forth
herein. |
| (7) |
The shares subject to the
option are fully vested and exercisable. |
| (8) |
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. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Trainor Gary
18390 NE 68TH ST.
REDMOND, WA 98052 |
X |
|
|
|
Signatures
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|
/s/ Matt Parson, Attorney-in-Fact |
|
12/21/2021 |
| **Signature of Reporting
Person |
Date |
Paymentus (NYSE:PAY)
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