Sec Form 13G Filing - Sharma Dushyant filing for Paymentus Holdings Inc. (PAY) - 2022-02-14

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  Names of Reporting Persons

  Dushyant Sharma

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  19,642,879⁽¹⁾

  Shared Voting Power

  1,781,228⁽²⁾⁽⁴⁾

  Sole Dispositive Power

  19,642,879⁽¹⁾

  Shared Dispositive Power

  1,781,228⁽²⁾⁽⁴⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  21,424,107⁽³⁾⁽⁴⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  56.4%⁽⁵⁾

  Type of Reporting Person (See Instructions)

  IN

Represents (a) 17,549,795 shares of Class B common stock held directly by Ashigrace LLC (“Ashigrace”); and (b) 2,093,084 stock options to purchase shares of Class B common stock held directly by Ashigrace exercisable within sixty days of the date of this filing. Shares of Class B common stock are 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.

Represents (i) 1,152,560 shares of Class B common stock held directly by The Ruma Sharma Family Trust dated December 3, 2018 (the “Ruma Sharma Trust”); (ii) 157,167 shares of Class B common stock held directly by The Sharma Family Trust A dated March 30, 2021 (“Trust A”); (iii) 157,167 shares of Class B common stock held directly by The Sharma Family Trust B dated March 30, 2021 (“Trust B”); (iv) 157,167 shares of Class B common stock held directly by The Sharma Family Trust C dated March 30, 2021 (“Trust C”); and (v) 157,167 shares of Class B common stock held directly by The Sharma Family Trust D dated March 30, 2021 (“Trust D,” and, collectively with Trust A, Trust B and Trust C, the “Sharma Family Trusts”). Shares of Class B common stock are 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. Mr. Sharma serves as trustee for the Ruma Sharma Trust and Mr. Sharma’s spouse serve as the trustee for the Sharma Family Trusts.

Includes (i) 17,549,795 shares of Class B common stock held directly by Ashigrace; (ii) 2,093,084 stock options to purchase shares of Class B common stock held directly by Ashigrace exercisable within sixty days of the date of this filing; (iii) 1,152,560 shares of Class B common stock held directly by the Ruma Sharma Trust; (iv) 157,167 shares of Class B common stock held directly by Trust A; (v) 157,167 shares of Class B common stock held directly by Trust B; (vi) 157,167 shares of Class B common stock held directly by Trust C; and (vii) 157,167 shares of Class B common stock held directly by Trust D.

Mr. Sharma disclaims beneficial ownership of the shares held by the Sharma Family Trusts.

Calculated based on (i) 16,536,202 shares of Class A common stock outstanding as of November 5, 2021, as reported on the Issuer’s 10-Q filed November 10, 2021; (ii) 19,331,023 shares of Class A common stock issuable upon conversion of outstanding shares of Class B common stock; and (iii) 2,093,084 shares of Class A common stock issuable upon exercise and conversion of stock options to purchase shares of Class B common stock.

18390 NE 68th St.

Redmond, WA 98052

c/o Paymentus Holdings, Inc.

18390 NE 68th St.,

Redmond, WA 98052

Dushyant Sharma is the sole manager of Ashigrace LLC and has sole voting and dispositive power with respect to the securities held by Ashigrace.

Pursuant to a Stockholders Agreement, dated as of May 24, 2021, as filed as Exhibit 10.1 to the Issuer’s Form 8-K filed May 28, 2021 (the “Agreement”), among (i) the Issuer, (ii) Accel-KKR Capital Partners CV III, LP (“AKKR III”), (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP (“AKKR Growth II SF”), (iv) Accel-KKR Growth Capital Partners II, LP (“AKKR Growth II”), (v) Accel-KKR Growth Capital Partners III, LP (“AKKR Growth III”), (vi) Accel-KKR Members Fund, LLC (“AKKR Members” and, collectively, with AKKR III, AKKR Growth II SF, AKKR Growth II and AKKR Growth III, the “AKKR Funds”), (vii) KKR-AKI Investors, LLC (“KKR-AKI”), (viii) the Reporting Person, (ix) Ashigrace, (x) Trust A, (xi) Trust B, (xii) Trust C, (xiii) Trust D, (xiv) The Ruma Sharma Trust (together with the Reporting Person, Ashigrace, Trust A, Trust B, Trust C and Trust D, the “Sharma Investors” and collectively together with the AKKR Funds and KKR-AKI, the “Investor Parties”), each of the Investor Parties have agreed to certain arrangements, as described under Section 2(a) and Section 2(d) of the Agreement, including to vote all of the shares of Class A common stock and Class B common stock beneficially owned by such Investor Party, and to procure the vote of its affiliates, to cause the election of certain persons to the Issuer’s board of directors.

As party to the Agreement, the Reporting Person may be deemed to be a part of a “group” pursuant to Rule 13d-3(a) with the AKKR-Funds and KKR-AKI. Such “group” would be deemed to beneficially own an aggregate of 2,380,950 shares of Class A common stock and 104,480,226 shares of Class A common stock issuable upon conversion of outstanding shares of Class B common stock and shares of Class B common stock issuable upon exercise of outstanding options exercisable within 60 days of the date of this filing, or 88.3% of the Issuer’s outstanding Class A common stock calculated pursuant to Rule 13d-3(d). The Reporting Person expressly disclaims membership in any such “group” and disclaims beneficial ownership of, and the responses to Items 5 through 9 of the cover page to this Schedule 13G do not reflect, any securities that the Reporting Person may be deemed to beneficially own solely by reason of the Agreement, which securities are separately reported on a Schedule 13G filed by the AKKR Funds on February 14, 2022.