| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RPAY | Class A Common Stock | Options Exercise | +54.4K | +72.53% | 129K | Jul 7, 2023 | See footnote | F1, F2 | ||
| transaction | RPAY | Class A Common Stock | Sale | -$412K | -54.4K | -42.04% | $7.57 | 75K | Jul 7, 2023 | See footnote | F2, F3, F4 |
| holding | RPAY | Class A Common Stock | 431K | Jul 7, 2023 | Direct |
| 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 | -54.4K | -6.91% | 733K | Jul 7, 2023 | Class A Common Stock | 54.4K | See footnote | F1, F2, F5 | |||
| holding | RPAY | Post-Merger Repay Units | 145K | Jul 7, 2023 | Class A Common Stock | 145K | Direct | F5 |
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).
| 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. The corresponding shares were sold in multiple transactions at prices ranging from $7.50 to $7.64 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 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. |
The Reporting Person disclaims beneficial ownership of any securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.