Form 3 Paya Holdings Inc. For: Oct 16 Filed by: GTCR FUND XI/B LP

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 INVESTMENT XI LLC (Last) (First) (Middle) 300 NORTH LASALLE STREET SUITE 5600 (Street) CHICAGO IL 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) X 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) Form filed by One Reporting Person X 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	54,534,022 (1)	I	See footnote (2) (3)
Common Stock	700,000 (4)	I	See footnote (2) (3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Right to Receive Common Stock	(5)	10/16/2025	Common Stock	7,000,000	(5)	I	See foonote (2) (3)
Right to Receive Common Stock	(6)	10/16/2025	Common Stock	7,000,000	(6)	I	See foonote (2) (3)

Explanation of Responses:

1. 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.

2. 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).

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.

4. 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.

5. 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.

6. 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:

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. Exhibit 24 - Power of Attorney

	GTCR INVESTMENT XI LLC, By: /s/ Jeffrey S. Wright, by power of attorney	10/16/2020
	** Signature of Reporting Person	Date
	GTCR PARTNERS XI/B LP, By: /s/ Jeffrey S. Wright, by power of attorney	10/16/2020
	** Signature of Reporting Person	Date
	GTCR PARTNERS XI/A&C LP, By: /s/ Jeffrey S. Wright, by power of attorney	10/16/2020
	** Signature of Reporting Person	Date
	GTCR FUND XI/B LP, By: /s/ Jeffrey S. Wright, by power of attorney	10/16/2020
	** Signature of Reporting Person	Date
	GTCR FUND XI/C LP, 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 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).
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Exhibit 24

 

POWER OF ATTORNEY

 

FOR SECTION 16 REPORTING OBLIGATIONS

 

October 16, 2020

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Aaron Cohen, KJ McConnell, Collin Roche and Jeffrey Wright, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding common stock of Paya Holdings Inc., a Delaware corporation (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 (including any amendments, supplements or exhibits thereto) and timely file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Form 3, 4 and 5 electronically with the SEC; (iii) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to each of the undersigned’s attorneys-in-fact appointed by this Power of Attorney and ratifies any such release of information; and (iv) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

[Signature Pages Follow]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

 

Signed and acknowledged:
GTCR INVESTMENT XI LLC
By:	/s/ Aaron Cohen
Name:	Aaron Cohen
Title:	Authorized Signatory
GTCR PARTNERS XI/B LP
By:	GTCR Investment XI LLC
Its:	General Partner
By:	/s/ Aaron Cohen
Name:	Aaron Cohen
Title:	Authorized Signatory
GTCR PARTNERS XI/A&C LP
By:	GTCR Investment XI LLC
Its:	General Partner
By:	/s/ Aaron Cohen
Name:	Aaron Cohen
Title:	Authorized Signatory

 

 

GTCR FUND XI/B LP
By:	GTCR Partners XI/B LP
Its:	General Partner
By:	GTCR Investment XI LLC
Its:	General Partner
By:	/s/ Aaron Cohen
Name:	Aaron Cohen
Title:	Authorized Signatory
GTCR FUND XI/C LP
By:	GTCR Partners XI/A&C LP
Its:	General Partner
By:	GTCR Investment XI LLC
Its:	General Partner
By:	/s/ Aaron Cohen
Name:	Aaron Cohen
Title:	Authorized Signatory

 

 

 

 

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