Shaler Alias - Jul 7, 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: Jul 7, 2023
Transactions value $: -$411,778
Form type: 4
Date filed: 7/7/2023, 05:00 PM
Previous filing: Jun 21, 2023
Next filing: Jul 13, 2023

Transactions Table

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

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		-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

* 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. 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.

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.