Paymentus (PAY) insider Form 4 shows Accel-KKR reallocates convertible shares
Rhea-AI Filing Summary
Thomas C. Barnds, a director affiliated with Accel-KKR, reported a series of in-kind pro rata distributions of Class B common stock on 09/03/2025 to related partnership entities and partners without consideration. The Form 4 shows multiple distributions (transaction code J) converting Class B shares into Class A shares for recordkeeping, with specific transfers of 3,602,968, 180,352, 151,676, 5,084, and 59,920 shares reported to various Accel-KKR entities. Post-transaction indirect beneficial ownership totals are reported for each affiliated vehicle, including totals such as 28,601,221, 1,544,110, and 1,204,039, and aggregate holdings noted across the reporting persons and a trust.
Positive
- In-kind pro rata distribution executed on 09/03/2025 across affiliated Accel-KKR entities (transaction code J).
- Detailed disclosure of ownership chains and voting/investment power among Accel-KKR entities is provided in footnotes, improving transparency.
- Large indirect holdings remain reported for multiple Accel-KKR vehicles after the distributions (e.g., 28,601,221; 1,544,110; 1,204,039).
Negative
- None.
Insights
TL;DR: Insider distributed convertible Class B shares among affiliated funds; Accel-KKR retains sizable indirect holdings.
The filings document an internal, in-kind pro rata distribution by the reporting person on 09/03/2025 using transaction code J, which reallocates Class B shares (convertible into Class A) among affiliated Accel-KKR vehicles and partners without cash consideration. The reported numbers show large blocks moved between related entities while maintaining substantial indirect ownership positions reported after the distributions. Because these are transfers among affiliated parties and not open-market sales, direct market supply/price impact is limited based on this filing alone.
TL;DR: Governance disclosure clarifies voting and investment power across Accel-KKR entities after distributions.
The Form 4 includes detailed footnotes explaining the chain of control and disclaimers of beneficial ownership among multiple Accel-KKR entities and the reporting persons. It records distributions of Class B shares that are convertible into Class A shares and explicitly states decision-making and general partner relationships, which is useful for transparency on who holds voting and investment power. The filing reiterates that each entity and Mr. Palumbo have separate Form 4s for their interests.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock | 3,602,968 | $0.00 | -- |
| Other | Class B Common Stock | 180,352 | $0.00 | -- |
| Other | Class B Common Stock | 151,676 | $0.00 | -- |
| Other | Class B Common Stock | 5,084 | $0.00 | -- |
| Other | Class B Common Stock | 59,920 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (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. In-kind pro rata distribution from the Reporting Person to its partners, without consideration. Accel-KKR Holdings GP, LLC , or Topco GP (for which decision making is controlled by Mr. Palumbo and Mr. Barnds), has voting and investment power over the shares of Common Stock of the Issuer owned by (i) Accel-KKR Capital Partners CV III, LP, or CV III; (ii) Accel-KKR Growth Capital Partners III, LP, or GC III; (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP, or GC II Strategic; (iv) Accel-KKR Growth Capital Partners II, LP, or GC II; (v) Accel-KKR Members Fund, LLC, or Members Fund; (vi) AKKR Strategic Capital LP, or SC; and (vii) AKKR SC GPI HoldCo LP, or SC GPI. AKKR Fund III Management Company CV, LP, or CV III GP, is the sole general partner of CV III. AKKR Growth Capital Management Company III, LP, or GC III GP, is the sole general partner of GC III. (Continued from footnote 3) AKKR Growth Capital Management Company II, LP, or GC II GP, is the sole general partner of GC II Strategic and GC II. AKKR Strategic Capital GP, or SC GP, is the sole general partner of SC. AKKR Management Company, LLC, or UGP, is the sole managing member of Members Fund and the sole general partner of CV III GP, GC III GP, GC II GP, SC GP and SC GPI. Topco GP, is the sole managing member of UGP. AKKR Fund II Management Company, LP, or the Management Company, is the sole management company of each of the Accel-KKR Funds, and UGP is the general partner of the Management Company. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein. Each of the foregoing entities and Mr. Palumbo have separately filed Form 4s reporting their interests. Includes 321,191 shares received from certain of the other reporting persons in the distribution described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions. Includes 64,229 shares received from certain of the other reporting persons described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions. Includes 445,964 shares received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions. Shares held by the Barnds Living Trust dtd 6/23/2003.
