Statement of Changes in Beneficial Ownership (4)
July 28 2020 - 6:14PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Jackson Michael Frank |
2. Issuer Name and Ticker or Trading Symbol
Repay Holdings Corp
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RPAY
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer |
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(Last)
(First)
(Middle)
C/O REPAY HOLDINGS CORPORATION,, 3 WEST PACES FERRY ROAD, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/24/2020 |
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(Street)
ATLANTA, GA 30305
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 7/24/2020 | | M(1) | | 139173 | A | (1) | 356967 | D | |
| Class A Common Stock | 7/24/2020 | | S(2) | | 139173 | D | $22.46 (3) | 217794 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Post-Merger Repay Units | (4) | 7/24/2020 | | M (1) | | | 139173 | (4) | (4) | Class A Common Stock | 139173 | (1) | 0 | D | |
| Explanation of Responses: |
| (1) | Reflects an exchange of Post-Merger Repay Units (as defined below) on a one-for-one basis for shares of Class A common stock of the Repay Holdings Corporation (the "Issuer") pursuant to the Exchange Agreement (as defined below). |
| (2) | The transaction was pursuant to a Rule 10b5-1 plan. |
| (3) | The sales price indicated is a weighted average purchase price. The corresponding shares were sold in multiple transactions at prices ranging from $22.42 to $23.55 inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth. |
| (4) | Represents non-voting limited liability company interests (the "Post-Merger Repay Units") in Hawk Parent Holdings, LLC ("Hawk Parent"). Pursuant to the terms of an exchange agreement (the "Exchange Agreement") among Hawk Parent, the Issuer and certain holders of the Post-Merger Repay Units, the Post-Merger Repay Units may be exchanged at the discretion of the holder for shares of Class A common stock of the Issuer on a one-for-one basis, or, at the option of the Issuer, cash. These exchange rights do not expire. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Jackson Michael Frank
C/O REPAY HOLDINGS CORPORATION,
3 WEST PACES FERRY ROAD, SUITE 200
ATLANTA, GA 30305 |
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| Chief Operating Officer |
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Signatures
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| /s/ Timothy J. Murphy, as Attorney-in-Fact | | 7/28/2020 |
| **Signature of Reporting Person | Date |
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