SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Alias Shaler (Last) (First) (Middle) 3 WEST PACES FERRY ROAD SUITE 200 (Street) ATLANTA GA 30305 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Repay Holdings Corp [ RPAY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President
	3. Date of Earliest Transaction (Month/Day/Year) 07/03/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication X Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/03/2023		M(1)		200,000	A	(1)	275,000	I	See footnote(2)
Class A Common Stock	07/03/2023		S(3)		200,000	D	$7.93(4)	75,000	I	See footnote(2)
Class A Common Stock	07/05/2023		M(1)		200,000	A	(1)	275,000	I	See footnote(2)
Class A Common Stock	07/05/2023		S(3)		200,000	D	$7.85(4)	75,000	I	See footnote(2)
Class A Common Stock	07/06/2023		M(1)		143,486	A	(1)	218,486	I	See footnote(2)
Class A Common Stock	07/06/2023		S(3)		143,486	D	$7.55(4)	75,000	I	See footnote(2)
Class A Common Stock								430,671	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Post-Merger Repay Units	(5)	07/03/2023		M(1)			200,000	(5)	(5)	Class A Common Stock	200,000	(1)	1,130,869	I	See footnote(2)
Post-Merger Repay Units	(5)	07/05/2023		M(1)			200,000	(5)	(5)	Class A Common Stock	200,000	(1)	930,869	I	See footnote(2)
Post-Merger Repay Units	(5)	07/06/2023		M(1)			143,486	(5)	(5)	Class A Common Stock	143,486	(1)	787,383	I	See footnote(2)
Post-Merger Repay Units	(5)							(5)	(5)	Class A Common Stock	145,085		145,085	D

Explanation of Responses:

1. 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).

2. 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.

3. The transaction was pursuant to a Rule 10b5-1 plan adopted on March 7, 2023.

4. The sales price indicated is a weighted average sales price. For 7/3/2023 sale, the corresponding shares were sold in multiple transactions at prices ranging from $7.71 to $8.04 inclusive. For 7/5/2023 sale, the corresponding shares were sold in multiple transactions at prices ranging from $7.77 to $7.94 inclusive. For 7/6/2023 sale, the corresponding shares were sold in multiple transactions at prices ranging from $7.50 to $7.69 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.

5. 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.

	/s/ Timothy J. Murphy, as Attorney-in-Fact	07/06/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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