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* Thunder Bridge Acquisition LLC (Last) (First) (Middle) 9912 GEORGETOWN PIKE SUITE D203 (Street) GREAT FALLS VA 22066 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/11/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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	07/11/2019		C		6,450,000	A	(1)	6,450,000	D(5)
Class A Common Stock	07/11/2019		J		2,335,000	D	(2)	4,115,000(3)	D(5)

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
Class B Ordinary Shares	(1)	07/11/2019		C			6,450,000	(4)	(4)	Class A Ordinary Shares	6,450,000	$0	0	D(5)

1. Name and Address of Reporting Person* Thunder Bridge Acquisition LLC (Last) (First) (Middle) 9912 GEORGETOWN PIKE SUITE D203 (Street) GREAT FALLS VA 22066 (City) (State) (Zip)

1. Name and Address of Reporting Person* Simanson Gary A (Last) (First) (Middle) 9912 GEORGETOWN PIKE SUITE D203 (Street) GREAT FALLS VA 22066 (City) (State) (Zip)

Explanation of Responses:

1. Immediately prior to the consummation of the issuer's initial business combination on July 11, 2019 (the "Business Combination"), the issuer changed its corporate structure and domicile by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Pursuant to the Domestication, each outstanding Class B ordinary share of the issuer ("Founder Shares") was converted into one share of the issuer's Class A common stock (the "common stock"). The reporting person held 6,450,000 Founder Shares prior to the Business Combination, which were converted into 6,450,000 shares of common stock upon the Domestication.

2. In connection with the consummation of the Business Combination, 2,335,000 of the Founder Shares were forfeited by the reporting person to the issuer for no consideration.

3. Includes 2,965,000 shares of common stock held in an escrow account, subject to vesting and forfeiture based on certain stock price thresholds for the common stock.

4. The Founder Shares were initially convertible for Class A ordinary shares of the issuer at the time of the issuer's initial business combination as described under the heading "Description of Securities - Founder Shares" in the issuer's registration statements on Form S-1 (File No. 333-224581 and 333-225711) and had no expiration date.

5. These securities are held directly by Thunder Bridge Acquisition LLC (the "Sponsor"). Gary A. Simanson is the managing member of the Sponsor and has sole voting and dispositive control over the securities held by the Sponsor and may be deemed the beneficial owner of such securities. Mr. Simanson disclaims beneficial ownership of the securities held by the Sponsor other than to the extent of his pecuniary interest therein.

	/s/ Gary A. Simanson, Managing Member of Thunder Bridge Acquisition LLC	07/15/2019
	/s/ Gary A. Simanson	07/15/2019
	** Signature of Reporting Person	Date
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