3//SEC Filing
GTCR INVESTMENT XI LLC 3
Accession 0001213900-20-031851
CIK 0001819881other
Filed
Oct 15, 8:00 PM ET
Accepted
Oct 16, 7:55 PM ET
Size
30.4 KB
Accession
0001213900-20-031851
Insider Transaction Report
Form 3
GTCR INVESTMENT XI LLC
Director10% Owner
Holdings
- 54,534,022(indirect: See footnote)
Common Stock
- (indirect: See foonote)
Right to Receive Common Stock
Exp: 2025-10-16→ Common Stock (7,000,000 underlying) - 700,000(indirect: See footnote)
Common Stock
- (indirect: See foonote)
Right to Receive Common Stock
Exp: 2025-10-16→ Common Stock (7,000,000 underlying)
Footnotes (6)
- [F1]Consists of shares of common stock acquired by GTCR-Ultra Holdings, LLC ("Ultra") on October 16, 2020 pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 3, 2020, by and among FinTech Acquisition Corp. III ("FT3"), Paya Holdings Inc. (formerly FinTech Acquisition Corp. III Parent Corp.) (the "Issuer"), GTCR Ultra-Holdings II, LLC ("Holdings"), Ultra, FinTech Merger Sub Corp., GTCR/Ultra Blocker, Inc. and GTCR Fund XI/C LP as consideration for the contribution of all of Ultra's equity interest in Holdings to the Issuer.
- [F2]Voting and dispositive power with respect to the shares of common stock held by Ultra is exercised by GTCR Investment XI LLC ("Investment XI"). Voting and dispositive power with respect to the shares of common stock held by Fund XI/B is exercised by its general partner, GTCR Partners XI/B LP ("Partners XI/B"). Voting and dispositive power with respect to the shares of common stock held by Fund XI/C is exercised by its general partner, GTCR Partners XI/A&C LP ("Partners XI/A&C"). Investment XI is the general partner of each of Co-Invest, Partners XI/B and Partners XI/A&C. GTCR Investment XI LLC is managed by an eight-member board of managers (the "GTCR Board of Managers") (Continued in Footnote 3).
- [F3]Each of the foregoing entities and the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- [F4]Consists of 555,574 shares held by GTCR Fund XI/B LP ("Fund XI/B"), 139,973 shares held by GTCR Fund XI/C LP ("Fund XI/C") and 4,453 shares held by GTCR Co-Invest XI LP ("Co-Invest" and, together with Fund XI/B and Fund XI/C, the "Funds"). All such shares of common stock are contractually required to be transferred to Ultra immediately following the consummation of the transactions contemplated by the Merger Agreement pursuant to the Share Transfer Agreement, dated as of October 15, 2020, by and among Ultra and the Funds.
- [F5]Pursuant to the Merger Agreement, if at any time prior to October 16, 2025 (the "Expiration Date"), the closing market price of Issuer common stock exceeds $15.00 for any period of 20 trading days out of 30 consecutive trading days, Ultra is irrevocably committed to receive, and the Issuer is obligated to issue to Ultra, an additional 7,000,000 ordinary shares.
- [F6]Pursuant to the Merger Agreement, if at any time prior to the Expiration Date, the closing market price of Issuer common stock exceeds $17.00 for any period of 20 trading days out of 30 consecutive trading days, Ultra is irrevocably committed to receive, and the Issuer is obligated to issue to Ultra, an additional 7,000,000 ordinary shares.
Issuer
Paya Holdings Inc.
CIK 0001819881
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001827977
Filing Metadata
- Form type
- 3
- Filed
- Oct 15, 8:00 PM ET
- Accepted
- Oct 16, 7:55 PM ET
- Size
- 30.4 KB