Timothy J. Murphy - 01 Apr 2022 Form 4 Insider Report for Repay Holdings Corp (RPAY)

Signature
/s/ Timothy J. Murphy
Issuer symbol
RPAY
Transactions as of
01 Apr 2022
Net transactions value
$0
Form type
4
Filing time
05 Apr 2022, 17:01:07 UTC
Previous filing
21 Mar 2022
Next filing
19 May 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RPAY Class A Common Stock Options Exercise +43,528 43,528 01 Apr 2022 See footnote F1, F2
holding RPAY Class A Common Stock 425,559 01 Apr 2022 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 -43,528 -100% 0 01 Apr 2022 Class A Common Stock 43,528 See footnote F1, F2, F3
* 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 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.