UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

PAYA HOLDINGS INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

70434P 103

(CUSIP Number)

GTCR-Ultra Holdings, LLC

300 N. LaSalle Street

Suite 5600

Chicago, Illinois 60654

Attention: Jeffrey S. Wright

(312) 382-2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

COPY TO:

Robert E. Goedert, P.C.

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

January 8, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 70434P 103

(1)		Names of reporting persons GTCR-Ultra Holdings, LLC
(2)		Check the appropriate box if a member of a group (see instructions) (a) þ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Delaware

Number of shares beneficially owned by each reporting person with	(7)	Sole voting power
	(8)	Shared voting power 45,234,022
	(9)	Sole dispositive power
	(10)	Shared dispositive power 45,234,022

(11)		Aggregate amount beneficially owned by each reporting person 45,234,022
(12)		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
(13)		Percent of class represented by amount in Row (11) 34.2% (1)
(14)		Type of reporting person (see instructions) OO

(1)

Based on 132,214,528 shares of common stock outstanding as of November 1, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2022.

CUSIP No. 70434P 103

(1)		Names of reporting persons GTCR Fund XI/B LP
(2)		Check the appropriate box if a member of a group (see instructions) (a) þ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Delaware

Number of shares beneficially owned by each reporting person with	(7)	Sole voting power
	(8)	Shared voting power 45,234,022
	(9)	Sole dispositive power
	(10)	Shared dispositive power 45,234,022

(11)		Aggregate amount beneficially owned by each reporting person 45,234,022
(12)		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
(13)		Percent of class represented by amount in Row (11) 34.2% (1)
(14)		Type of reporting person (see instructions) PN

(1)

Paya Holdings Inc. SC 13D/A