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

Role: Executive Vice President
Signature: /s/Tyler B. Dempsey, as Attorney-in-Fact
Issuer symbol: RPAY
Transactions as of: 19 Mar 2023
Net transactions value: $0
Form type: 4
Filing time: 21 Mar 2023, 17:00:11 UTC
Previous filing: 16 Mar 2023
Next filing: 18 Apr 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RPAY	Class A Common Stock	Award	$0	+81,566	+39%	$0.000000	288,689	19 Mar 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	+191,470		$0.000000	191,470	19 Mar 2023	Class A Common Stock	191,470	$6.13	Direct	F2
holding	RPAY	Post-Merger Repay Units						106,013	19 Mar 2023	Class A Common Stock	106,013		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.