Jacob Hamilton Moore - Mar 19, 2023 Form 4 Insider Report for Repay Holdings Corp (RPAY)

Role
Executive Vice President
Signature
/s/Tyler B. Dempsey, as Attorney-in-Fact
Stock symbol
RPAY
Transactions as of
Mar 19, 2023
Transactions value $
$0
Form type
4
Date filed
3/21/2023, 05:00 PM
Previous filing
Mar 16, 2023
Next filing
Apr 18, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RPAY Class A Common Stock Award $0 +81.6K +39.38% $0.00 289K Mar 19, 2023 Direct F1

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 Stock Option (right to buy) Award $0 +191K $0.00 191K Mar 19, 2023 Class A Common Stock 191K $6.13 Direct F2
holding RPAY Post-Merger Repay Units 106K Mar 19, 2023 Class A Common Stock 106K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a grant of restricted Class A common stock of the Issuer that vests in four equal annual installments commencing March 19, 2024.
F2 Represents a grant of a stock option to acquire Class A common stock of the Issuer that vests and becomes exercisable in three separate tranches as follows: (a) 31% shall vest and become exercisable on the later of (i) March 19, 2024 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $10.00 for any consecutive 20 day trading period ending on or prior to March 18, 2028; (b) 32% shall vest and become exercisable on the later of (i) March 19, 2025 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $14.50 for any consecutive 20 day trading period ending on or prior to March 18, 2028; and (c) 37% shall vest and become exercisable on the later of (i) March 19, 2026 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $19.54 for any consecutive 20 day trading period ending on or prior to March 18, 2028.
F3 These "Post-Merger Repay Units" represent non-voting limited liability company interests in Hawk Parent Holdings, LLC. Pursuant to the terms of an exchange agreement, these Post-Merger Repay Units may be exchanged at the discretion of the holder for shares of Class A common stock on a one-for-one basis, or, at the option of the Issuer, for cash. These exchange rights do not expire.