Repay Holdings Corp — Director's Dealing 2020

Jul 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Repay Holdings Corp (RPAY)
CIK: 0001720592
Period of Report: 2020-07-22

Reporting Person: Alias Shaler (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-22	Class A Common Stock	M	27778	—	Acquired	27778	Indirect
2020-07-22	Class A Common Stock	S	27778	$23.70	Disposed	0	Indirect
2020-07-23	Class A Common Stock	M	256042	—	Acquired	256042	Indirect
2020-07-23	Class A Common Stock	S	256042	$23.10	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-22	Post-Merger Repay Units	$	M	27778	Disposed		Class A Common Stock (27778)	Indirect
2020-07-23	Post-Merger Repay Units	$	M	256042	Disposed		Class A Common Stock (256042)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	315979	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Post-Merger Repay Units	$		Class A Common Stock (145085)	145085	Direct

Footnotes

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 member of its board of directors.

F3: The transaction was pursuant to a Rule 10b5-1 plan.

F4: The sales price indicated is a weighted average sales price. The corresponding shares were sold in multiple transactions at prices ranging from $23.54 to $23.92 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: The sales price indicated is a weighted average sales price. The corresponding shares were sold in multiple transactions at prices ranging from $22.97 to $23.27 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.

F6: 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.