Timothy J. Murphy - Jun 8, 2021 Form 4 Insider Report for Repay Holdings Corp (RPAY)

Role
Chief Financial Officer
Signature
/s/ Timothy J. Murphy
Stock symbol
RPAY
Transactions as of
Jun 8, 2021
Transactions value $
-$631,675
Form type
4
Date filed
6/9/2021, 05:00 PM
Previous filing
May 25, 2021
Next filing
Jun 21, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RPAY Class A Common Stock Options Exercise +25.3K 25.3K Jun 8, 2021 See footnote F1, F2
transaction RPAY Class A Common Stock Sale -$632K -25.3K -100% $25.00 0 Jun 8, 2021 See footnote F2, F3
holding RPAY Class A Common Stock 375K Jun 8, 2021 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RPAY Post-Merger Repay Units Options Exercise -25.3K -36.73% 43.5K Jun 8, 2021 Class A Common Stock 25.3K See footnote F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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).
F2 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 sole manager.
F3 The transaction was pursuant to a Rule 10b5-1 plan.
F4 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.

Remarks:

The Reporting Person disclaims beneficial ownership of any securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.