0001213900-21-017413.txt : 20210324 0001213900-21-017413.hdr.sgml : 20210324 20210324091649 ACCESSION NUMBER: 0001213900-21-017413 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210322 FILED AS OF DATE: 20210324 DATE AS OF CHANGE: 20210324 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR FUND XI/B LP CENTRAL INDEX KEY: 0001591435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39627 FILM NUMBER: 21766804 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR FUND XI/C LP CENTRAL INDEX KEY: 0001591436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39627 FILM NUMBER: 21766803 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR PARTNERS XI/A&C LP CENTRAL INDEX KEY: 0001828028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39627 FILM NUMBER: 21766805 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR PARTNERS XI/B LP CENTRAL INDEX KEY: 0001827959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39627 FILM NUMBER: 21766806 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR INVESTMENT XI LLC CENTRAL INDEX KEY: 0001827977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39627 FILM NUMBER: 21766807 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Paya Holdings Inc. CENTRAL INDEX KEY: 0001819881 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 852199433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 303 PERIMETER CENTER NORTH STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: (800) 261-0240 MAIL ADDRESS: STREET 1: 303 PERIMETER CENTER NORTH STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30346 FORMER COMPANY: FORMER CONFORMED NAME: FINTECH ACQUISITION CORP III PARENT CORP DATE OF NAME CHANGE: 20200731 4 1 ownership.xml X0306 4 2021-03-22 0 0001819881 Paya Holdings Inc. PAYA 0001827977 GTCR INVESTMENT XI LLC 300 NORTH LASALLE STREET SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001827959 GTCR PARTNERS XI/B LP 300 NORTH LASALLE STREET SUITE 5600 CHICAGO IL 60654 0 0 1 0 0001828028 GTCR PARTNERS XI/A&C LP 300 NORTH LASALLE STREET SUITE 5600 CHICAGO IL 60654 0 0 1 0 0001591435 GTCR FUND XI/B LP 300 NORTH LASALLE STREET SUITE 5600 CHICAGO IL 60654 0 0 1 0 0001591436 GTCR FUND XI/C LP 300 NORTH LASALLE STREET SUITE 5600 CHICAGO IL 60654 0 0 1 0 Common Stock 2021-03-22 4 S 0 10000000 D 45234022 I See footnote Represents common stock of Paya Holdings Inc. (the "Issuer") sold by GTCR-Ultra Holdings, LLC ("Ultra") pursuant to the offering of Issuer common stock on Form S-1 as contemplated by that certain underwriting agreement, dated March 17, 2021, among the Issuer, Ultra and the underwriters named therein. The selling price of such shares was $11.72937 per share, which represents the price to public less the underwriting discount. 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). 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. Investment XI, acting through Fund XI/B and Fund XI/C, has the right to designate up to five nominees for election to the board of directors of the Issuer. Aaron Cohen, KJ McConnell, Collin Roche, Anna May Trala and Jim Bonetti currently serve on the board of directors of the Issuer as the designees of Investment XI. GTCR INVESTMENT XI LLC, By: /s/ Jeffrey S. Wright, by power of attorney 2021-03-24 GTCR PARTNERS XI/B LP, By: /s/ Jeffrey S. Wright, by power of attorney 2021-03-24 GTCR PARTNERS XI/A&C LP, By: /s/ Jeffrey S. Wright, by power of attorney 2021-03-24 GTCR FUND XI/B LP, By: /s/ Jeffrey S. Wright, by power of attorney 2021-03-24 GTCR FUND XI/C LP, By: /s/ Jeffrey S. Wright, by power of attorney 2021-03-24