Filing Details
- Accession Number:
- 0001209191-20-043659
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-07-24 19:00:10
- Reporting Period:
- 2020-07-22
- Accepted Time:
- 2020-07-24 19:00:10
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1720592 | Repay Holdings Corp | RPAY | Services-Business Services, Nec (7389) | 000000000 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1781998 | Shaler Alias | 3 West Paces Ferry Road Suite 200 Atlanta GA 30305 | President | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2020-07-22 | 27,778 | $0.00 | 27,778 | No | 4 | M | Indirect | See footnote |
| Class A Common Stock | Disposition | 2020-07-22 | 27,778 | $23.70 | 0 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Acquisiton | 2020-07-23 | 256,042 | $0.00 | 256,042 | No | 4 | M | Indirect | See footnote |
| Class A Common Stock | Disposition | 2020-07-23 | 256,042 | $23.10 | 0 | No | 4 | S | Indirect | See footnote |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Indirect | See footnote |
| No | 4 | S | Indirect | See footnote |
| No | 4 | M | Indirect | See footnote |
| No | 4 | S | Indirect | See footnote |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Post-Merger Repay Units | Disposition | 2020-07-22 | 27,778 | $0.00 | 27,778 | $0.00 |
| Class A Common Stock | Post-Merger Repay Units | Disposition | 2020-07-23 | 256,042 | $0.00 | 256,042 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 3,145,210 | No | 4 | M | Indirect | ||
| 2,889,168 | No | 4 | M | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 315,979 | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Post-Merger Repay Units | $0.00 | 145,085 | 145,085 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 145,085 | 145,085 | Direct |
Footnotes
- 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 Repay Holdings Corporation (the "Issuer") pursuant to the Exchange Agreement (as defined below).
- These securities are held directly by a limited liability company, of which Reporting Person owns all of the voting ownership interests and serves as the member of its board of directors.
- The transaction was pursuant to a Rule 10b5-1 plan.
- The sales price indicated is a weighted average sales price. The corresponding shares were sold in multiple transactions at prices ranging from $23.54 to $23.92 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.
- The sales price indicated is a weighted average sales price. The corresponding shares were sold in multiple transactions at prices ranging from $22.97 to $23.27 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.
- 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.
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