Form 4: Accel-KKR entities distribute Paymentus (PAY) Class B shares to partners
Rhea-AI Filing Summary
Accel-KKR affiliates reported an in-kind pro rata distribution of Paymentus Holdings Class B common stock on 08/20/2025. Multiple Accel-KKR entities reported transfers (Transaction Code J) converting or distributing Class B shares into Class A shares for partners without consideration. Reported amounts distributed include 3,602,968; 180,352; 151,676; 5,084; and 59,920 Class B shares, and post-transaction beneficial ownership figures are shown for each entity (for example, 35,807,157 Class A shares reported for one reporting entity). The filing clarifies the complex ownership and voting relationships among Accel-KKR entities and notes that Class B shares are convertible into an equal number of Class A shares.
Positive
- Clear disclosure of an in-kind pro rata distribution (Transaction Code J) on 08/20/2025
- Detailed beneficial ownership mapping across Accel-KKR entities, including post-transaction Class A share figures (for example 35,807,157)
- Footnotes explain voting and control relationships among reporting entities and management companies
Negative
- None.
Insights
TL;DR: This Form 4 documents a multi-entity in-kind distribution of Class B shares into Class A holdings across Accel-KKR funds, maintaining significant reported stakes.
The filing shows a pro rata, in-kind distribution (Transaction Code J) on 08/20/2025 to partners across several Accel-KKR vehicles. Reported distributed amounts and resulting beneficial ownership figures are explicit in the filing, demonstrating continued concentrated ownership by Accel-KKR-related entities. There are no cash proceeds reported, and the transactions are described as distributions without consideration. From an investor perspective, the filing documents internal reallocations of equity rather than open-market sales.
TL;DR: The disclosure clarifies voting and investment power across Accel-KKR entities and records internal distributions of convertible Class B shares.
The footnotes provide detailed beneficial ownership and control attribution among Accel-KKR Holdings GP, its affiliated funds, and their management companies, including disclaimer language about pecuniary interests. The filing properly uses Form 4 to report the in-kind distribution and notes that Class B shares are convertible into Class A on holder election or certain events. Signatures from an authorized signatory are included for each reporting entity, consistent with filing requirements.
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 321,251 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 64,034 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.
