Paymentus (PAY) Insider Form 4: Major In-Kind Distributions by Accel-KKR
Rhea-AI Filing Summary
Robert Palumbo, a director and 10% owner of Paymentus Holdings, Inc. (PAY), reported changes in beneficial ownership on a Form 4 covering transactions dated 09/03/2025. The filing shows multiple in-kind pro rata distributions (Transaction Code J) converting or reallocating Class B Common Stock into Class A shares among affiliated Accel-KKR entities and partners. Key reported movements include 3,602,968 Class B shares converted to Class A for Accel-KKR Capital Partners CV III, LP; smaller distributions to other Accel-KKR funds totaling ≈4.74 million Class A shares held indirectly by related entities; and consolidated indirect and direct holdings reported across several Accel-KKR vehicles. The Form discloses that Class B shares are convertible into Class A on a one-for-one basis and that the distributions were in-kind and without consideration.
Positive
- Transparent disclosure of in-kind pro rata distributions and conversions with exact share counts for each affiliated entity
- Clear mapping of voting and investment control across Accel-KKR entities in footnotes, aiding investor understanding of ownership structure
- Complete signatures including attorney-in-fact, indicating formal compliance with Section 16 reporting requirements
Negative
- Large internal reallocations reported: notable movements such as 3,602,968 shares converted for CV III and aggregate ≈4.74 million Class A reported for AKKR Strategic-related holdings, which materially change reported beneficial positions
- Complex ownership chain across multiple affiliated entities may make it harder for outside investors to quickly assess ultimate beneficial ownership
Insights
TL;DR: Large in-kind distributions and conversions across Accel-KKR entities reshape reported indirect holdings but appear internal to affiliated funds.
The Form 4 documents sizable in-kind distributions (Transaction Code J) on 09/03/2025 that converted Class B into Class A shares and reallocated ownership among multiple Accel-KKR vehicles. The filing quantifies major movements including 3,602,968 shares for CV III and aggregate shifts reflected in footnotes showing transfers of 321,191, 64,229 and 445,963 shares between reporting persons. Because voting and investment power is described as held by Accel-KKR-related entities, these transactions primarily reassign beneficial ownership within the sponsor group rather than represent open-market purchases or sales. Reporting is specific and provides clear counts of shares affected.
TL;DR: Filing discloses internal reallocation of convertible Class B shares across affiliated holders, with appropriate Form 4 signatures.
The disclosure clarifies the convertibility of Class B shares into Class A on a one-for-one basis and documents an in-kind, pro rata distribution from the reporting person to partners. Detailed footnotes map the control chain among Accel-KKR entities and state that decision-making is controlled by named principals. The signature block is complete with attorney-in-fact, supporting compliance with Section 16 reporting. The filing avoids ambiguity by itemizing amounts and identifying entities that now hold the converted Class A shares.
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 | -- | -- | -- |
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 II (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. Barnds 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 445,963 shares received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.
