FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GTCR INVESTMENT XI LLC
2. Issuer Name and Ticker or Trading Symbol

Paya Holdings Inc. [ PAYA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

300 NORTH LASALLE STREET, SUITE 5600
3. Date of Earliest Transaction (MM/DD/YYYY)

2/22/2023
(Street)

CHICAGO, IL 60654
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2/22/2023  U  45234022 (1)D$9.75 (1)0 I See footnote (2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") by and among Paya Holdings Inc., Nuvei Corporation ("Parent"), and Pinnacle Merger Sub, Inc., a wholly owned subsidiary of Parent dated as of January 8, 2023, these shares of common stock, par value $0.0001 per share were tendered prior to the Offer Expiration Time (as defined in the Merger Agreement) and disposed of at the Effective Time (as defined in the Merger Agreement) in exchange for the right to receive a cash payment of $9.75 per share, without interest, subject to any applicable withholding of taxes.
(2) Reflects securities directly held by GTCR-Ultra Holdings, LLC ("Holdings"). GTCR Fund XI/B LP ("Fund XI/B") and GTCR Fund XI/C LP ("Fund XI/C") each hold an economic interest in Holdings and possess the right to appoint certain managers to Holdings' board of managers. Each of Fund XI/B and Fund XI/C is controlled by its general partner, GTCR Partners XI/B LP ("Partners XI/B") and GTCR Partners XI/A&C LP ("Partners XI/A&C"), respectively. Partners XI/B and Partners XI/A&C are controlled by their general partner, GTCR Investment XI LLC ("Investment XI"). As such, each of Fund XI/B, Fund XI/C, Partners XI/B, Partners XI/A&C and Investment XI may be deemed to possess indirect beneficial ownership of the Common Stock held by Holdings. Decisions of Investment XI are made by a vote of a majority of its managers, and, as a result, no single person has voting or dispositive authority over such securities. (Continued in Footnote 3).
(3) Each of the foregoing entities (other than Holdings) 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.

Remarks:
Investment XI, acting through Fund XI/B and Fund XI/C, previously had the right to designate up to five nominees for election to the board of directors of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GTCR INVESTMENT XI LLC
300 NORTH LASALLE STREET
SUITE 5600
CHICAGO, IL 60654
XX

GTCR-Ultra Holdings, LLC
300 NORTH LASALLE STREET
SUITE 5600
CHICAGO, IL 60654
XX

GTCR PARTNERS XI/B LP
300 NORTH LASALLE STREET
SUITE 5600
CHICAGO, IL 60654
XX

GTCR PARTNERS XI/A&C LP
300 NORTH LASALLE STREET
SUITE 5600
CHICAGO, IL 60654
XX

GTCR FUND XI/B LP
300 NORTH LASALLE STREET
SUITE 5600
CHICAGO, IL 60654
XX

GTCR FUND XI/C LP
300 NORTH LASALLE STREET
SUITE 5600
CHICAGO, IL 60654
XX


Signatures
GTCR INVESTMENT XI LLC, By: /s/ Jeffrey S. Wright, by power of attorney2/22/2023
**Signature of Reporting PersonDate

GTCR- ULTRA HOLDINGS, LLC, By: /s/ Jeffrey S. Wright, by power of attorney2/22/2023
**Signature of Reporting PersonDate

GTCR PARTNERS XI/B LP, By: /s/ Jeffrey S. Wright, by power of attorney2/22/2023
**Signature of Reporting PersonDate

GTCR PARTNERS XI/A&C LP, By: /s/ Jeffrey S. Wright, by power of attorney2/22/2023
**Signature of Reporting PersonDate

GTCR FUND XI/B LP, By: /s/ Jeffrey S. Wright, by power of attorney2/22/2023
**Signature of Reporting PersonDate

GTCR FUND XI/C LP, By: /s/ Jeffrey S. Wright, by power of attorney2/22/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Paya (NASDAQ:PAYA)
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Paya (NASDAQ:PAYA)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024 Paya 차트를 더 보려면 여기를 클릭.