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Repay Holdings Corp — Director's Dealing 2018
Jun 19, 2018
32852_dirs_2018-06-18_27531366-1fac-43ec-b964-e4eecb8d9465.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Thunder Bridge Acquisition Ltd (TBRGU)
CIK: 0001720592
Period of Report: 2018-06-18
Reporting Person: Simanson Gary A (Director, Chief Executive Officer, 10% Owner)
Reporting Person: Thunder Bridge Acquisition LLC (10% Owner)
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Class B Ordinary Shares | $ | Class A Ordinary Shares (6468750) | Indirect |
Footnotes
F1: As described in the registrant's registration statement on Form S-1 (File No. 333-224581) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.
F2: These shares represent Class B ordinary shares held by Thunder Bridge Acquisition LLC (the "Sponsor") acquired pursuant to a subscription agreement dated as of September 20, 2017 by and between the Sponsor and the registrant. Gary A. Simanson, the Chief Executive Officer of the registrant, is the managing member of the Sponsor. Mr. Simanson has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. These shares include an aggregate of 843,750 shares that are subject to forfeiture to the extent that the underwriter's do not exercise their overallotment option in connection with the registrant's initial public offering in full.
F3: Mr. Simanson may be deemed to beneficially own shares held by the Sponsor by virtue of his control over the Sponsor, as its managing member. Mr. Simanson disclaims beneficial ownership of the ordinary shares held by the Sponsor other than to the extent of his pecuniary interest in such shares.