GTCR-Ultra Holdings, LLC 3
3 · Paya Holdings Inc. · Filed Oct 16, 2020
Insider Transaction Report
Form 3
GTCR-Ultra Holdings, LLC
10% Owner
Holdings
Right to Receive Common Stock
Exp: 2025-10-16→ Common Stock (7,000,000 underlying)- 55,234,022
Common Stock
Right to Receive Common Stock
Exp: 2025-10-16→ Common Stock (7,000,000 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.