SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GTCR-Ultra Holdings, LLC

(Last)

(First)

(Middle)

300 NORTH LASALLE STREET

SUITE 5600

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/16/2020

3. Issuer Name and Ticker or Trading Symbol
Paya Holdings Inc. [ PAYA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	55,234,022⁽¹⁾	D⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Right to Receive Common Stock	⁽³⁾	10/16/2025	Common Stock	7,000,000	⁽³⁾	D⁽²⁾
Right to Receive Common Stock	⁽⁴⁾	10/16/2025	Common Stock	7,000,000	⁽⁴⁾	D⁽²⁾

Explanation of Responses:

1. Consists of: (1) 54,534,022 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 and (2) 700,000 shares of common stock 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, GTCR Fund XI/B LP, GTCR Fund XI/C LP and GTCR Co-Invest XI LP.

2. Ultra is the beneficial owner of the securities reported in Table I and Table II. Voting and dispositive power with respect to the securities held by Ultra is exercised by GTCR Investment XI LLC, which has filed a separate Form 3 reporting beneficial ownership of such securities.

3. 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.

4. 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.

Remarks:

Exhibit 24 - Power of Attorney

	GTCR-ULTRA HOLDINGS, LLC, By: /s/ Jeffrey S. Wright, by power of attorney	10/16/2020
	** Signature of Reporting Person	Date
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 5 (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).
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