Shaler Alias - Jun 13, 2023 Form 4 Insider Report for Repay Holdings Corp (RPAY)

Role
President, Director
Signature
/s/ Timothy J. Murphy, as Attorney-in-Fact
Stock symbol
RPAY
Transactions as of
Jun 13, 2023
Transactions value $
-$9,436,946
Form type
4
Date filed
6/15/2023, 08:28 PM
Previous filing
Jun 13, 2023
Next filing
Jun 21, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RPAY Class A Common Stock Options Exercise +500K +666.67% 575K Jun 13, 2023 See footnote F1, F2
transaction RPAY Class A Common Stock Sale -$3.76M -500K -86.96% $7.51 75K Jun 13, 2023 See footnote F2, F3, F4
transaction RPAY Class A Common Stock Options Exercise +149K +198.93% 224K Jun 14, 2023 See footnote F1, F2
transaction RPAY Class A Common Stock Sale -$1.12M -149K -66.55% $7.52 75K Jun 14, 2023 See footnote F2, F3, F4
transaction RPAY Class A Common Stock Options Exercise +600K +800% 675K Jun 15, 2023 See footnote F1, F2
transaction RPAY Class A Common Stock Sale -$4.56M -600K -88.89% $7.60 75K Jun 15, 2023 See footnote F2, F3, F4
holding RPAY Class A Common Stock 431K Jun 13, 2023 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 -500K -18.3% 2.23M Jun 13, 2023 Class A Common Stock 500K See footnote F1, F2, F5
transaction RPAY Post-Merger Repay Units Options Exercise -149K -6.68% 2.08M Jun 14, 2023 Class A Common Stock 149K See footnote F1, F2, F5
transaction RPAY Post-Merger Repay Units Options Exercise -600K -28.79% 1.48M Jun 15, 2023 Class A Common Stock 600K See footnote F1, F2, F5
holding RPAY Post-Merger Repay Units 145K Jun 13, 2023 Class A Common Stock 145K Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 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 member of its board of directors.
F3 The transaction was pursuant to a Rule 10b5-1 plan adopted on March 7, 2023.
F4 The sales price indicated is a weighted average sales price. For 6/13/2023 sale, the corresponding shares were sold in multiple transactions at prices ranging from $7.50 to $7.58 inclusive. For 6/14/2023 sale, the corresponding shares were sold in multiple transactions at prices ranging from $7.50 to $7.55 inclusive. For 6/15/2023 sale, the corresponding shares were sold in multiple transactions at prices ranging from $7.50 to $7.72 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 each of the ranges set forth.
F5 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.