SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GTCR INVESTMENT XI LLC

(Last)

(First)

(Middle)

300 NORTH LASALLE STREET

SUITE 5600

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2023

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

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/22/2023		U		45,234,022⁽¹⁾	D	$9.75⁽¹⁾	0	I	See footnote⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

GTCR INVESTMENT XI LLC

(Last)

(First)

(Middle)

300 NORTH LASALLE STREET

SUITE 5600

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

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)

1. Name and Address of Reporting Person^*

GTCR PARTNERS XI/B LP

(Last)

(First)

(Middle)

300 NORTH LASALLE STREET

SUITE 5600

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GTCR PARTNERS XI/A&C LP

(Last)

(First)

(Middle)

300 NORTH LASALLE STREET

SUITE 5600

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GTCR FUND XI/B LP

(Last)

(First)

(Middle)

300 NORTH LASALLE STREET

SUITE 5600

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GTCR FUND XI/C LP

(Last)

(First)

(Middle)

300 NORTH LASALLE STREET

SUITE 5600

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

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.

	GTCR INVESTMENT XI LLC, By: /s/ Jeffrey S. Wright, by power of attorney	02/22/2023
	GTCR- ULTRA HOLDINGS, LLC, By: /s/ Jeffrey S. Wright, by power of attorney	02/22/2023
	GTCR PARTNERS XI/B LP, By: /s/ Jeffrey S. Wright, by power of attorney	02/22/2023
	GTCR PARTNERS XI/A&C LP, By: /s/ Jeffrey S. Wright, by power of attorney	02/22/2023
	GTCR FUND XI/B LP, By: /s/ Jeffrey S. Wright, by power of attorney	02/22/2023
	GTCR FUND XI/C LP, By: /s/ Jeffrey S. Wright, by power of attorney	02/22/2023
	** 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 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 Number.

SEC Form 4 filed by Gtcr Investment Xi Llc