Sec Form 13G Filing - Sharma Dushyant filing for Paymentus Holdings Inc. (PAY) - 2023-02-13

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

  20,303,854⁽¹⁾

  Shared Voting Power

  1,781,228⁽²⁾⁽⁴⁾

  Sole Dispositive Power

  20,303,854⁽¹⁾

  Shared Dispositive Power

  1,781,228⁽²⁾⁽⁴⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  22,085,082⁽³⁾⁽⁴⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  52.9%⁽⁵⁾

  Type of Reporting Person (See Instructions)

  IN

Represents (i) 1 share of Class A common stock held directly by Ashigrace LLC (“Ashigrace”); (ii) 17,549,795 shares of Class B common stock held directly by Ashigrace; and (iii) 2,754,058 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 serves as the trustee for the Sharma Family Trusts.

Includes (i) 1 share of Class A common stock held directly by Ashigrace; (ii) 17,549,795 shares of Class B common stock held directly by Ashigrace; (iii) 2,754,058 stock options to purchase shares of Class B common stock held directly by Ashigrace exercisable within sixty days of the date of this filing; (iv) 1,152,560 shares of Class B common stock held directly by the Ruma Sharma Trust; (v) 157,167 shares of Class B common stock held directly by Trust A; (vi) 157,167 shares of Class B common stock held directly by Trust B; (vii) 157,167 shares of Class B common stock held directly by Trust C; and (viii) 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) 19,653,961 shares of Class A common stock outstanding as of November 8, 2022, as reported on the Issuer’s 10-Q filed November 10, 2022; (ii) 19,331,023 shares of Class A common stock issuable upon conversion of outstanding shares of Class B common stock; and (iii) 2,754,058 shares of Class A common stock issuable upon exercise and conversion of stock options to purchase shares of Class B common stock.

Name of Issuer

Address of the Issuer’s Principal Executive Offices

Name of Person Filing

Address of the Principal Business Office, or if none, Residence:

Citizenship

Title of Class of Securities

CUSIP Number

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Ownership

Amount beneficially owned:

Percent of Class:

Number of shares as to which the Reporting Person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification