Form 4: Accel-KKR reallocates Paymentus (PAY) shares via in-kind distribution
Rhea-AI Filing Summary
Accel-KKR-related entities reported an internal in-kind distribution of Paymentus Holdings shares on 09/03/2025. The filing shows multiple Accel-KKR funds and vehicles converting or reclassifying Class B into Class A shares via a J code transaction described as an in-kind pro rata distribution to partners. As a result, Accel-KKR-affiliated holders report large beneficial ownership positions, including 28,601,221 Class A shares attributed to one reporting group and additional six- and seven-figure holdings across related entities. The filings clarify voting and investment power resides with Accel-KKR GP/management entities and note that Mr. Palumbo and Mr. Barnds separately reported their interests.
Positive
- Large disclosed holdings: Accel-KKR-affiliated reporting persons show substantial beneficial ownership, including 28,601,221 Class A shares for one group, providing transparency on ownership concentration
- Clear disclosure of control: Footnotes explain GP and management company relationships, clarifying who holds voting and investment power
- Transaction explained: Use of transaction code J identifies the movement as an in-kind pro rata distribution rather than market activity
Negative
- None.
Insights
TL;DR: Internal distribution increased reported direct holdings but reflects intra-group reallocation, not an open-market trade.
The Form 4s show a Section 16 distribution (transaction code J) on 09/03/2025 that moved Class B shares into Class A positions across Accel-KKR funds and affiliates. The change appears to be administrative and related to partnership allocations rather than purchases or sales in the public market. Material share counts are disclosed, notably 28.6 million Class A shares tied to one reporting grouping, which signals concentrated ownership by Accel-KKR vehicles and continued centralized voting/investment control.
TL;DR: Concentrated beneficial ownership is reaffirmed; the filing documents internal distributions and clarifies control structure.
The disclosure emphasizes that Accel-KKR Holdings GP and related management entities retain voting and investment power over the reported shares and that distributions were in-kind to partners. Footnotes detail the GP/management company relationships and disclaimers of beneficial ownership to the extent of pecuniary interest. For governance, this consolidates transparency on who controls the issuer shares within the Accel-KKR ownership group.
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 | -- | -- | -- |
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) (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. (Continued from footnote 3) 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. 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, (Continued from footnote 4) 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. Mr. Palumbo and Mr. Barnds have separately filed Form 4s reporting their interests. Includes 321,208 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 64,347 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.
