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| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Repay Holdings Corp [ RPAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/20/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/20/2019 | A(1) | 24,890 | A | $0 | 24,890 | I | See Footnotes(2)(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On September 20, 2019, each of Richard E. Thornburgh and Jeremy Schein, directors of the Issuer, were granted as director compensation 12,445 restricted stock units ("RSUs") that vest on the earlier of: (a) the one-year anniversary of the grant date, and (b) the next regularly scheduled annual meeting of the stockholders of the Issuer following the grant date. The shares subject to the units will be issued to each of Messrs. Thornburgh and Schein, as applicable, after such individual ceases to be a director of the Issuer pursuant to the terms of the award agreement. |
| 2. CC Payment Holdings, L.L.C. directly owns securities of the Issuer. Corsair Capital LLC is the general partner of (a) Corsair IV Management AIV, L.P., which is the general partner of Corsair IV Payment Holdings Partners, L.P. (which holds all of the limited liability company interests of the CC Payment Holdings, L.L.C.), and (b) Corsair IV Management L.P., which is (i) the managing member of the CC Payment Holdings, L.L.C., and (ii) the general partner of Corsair IV Payment Holdings Investors, L.P. (the majority limited partner of Corsair IV Payment Holdings Partners, L.P.) (collectively, the "Corsair Entities"). |
| 3. Mr. Thornburgh is a senior advisor of Corsair Capital LLC and Mr. Schein is an employee of Corsair Capital LLC or one of its affiliates (collectively, "Corsair"). Pursuant to arrangements, a portion of the value of these securities or of any disposition of these securities will be applied against certain management fees payable by certain Corsair Entities to Corsair pursuant to applicable fund documents. |
| 4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purpose or that any transaction reported herein is subject to Section 16. |
| CORSAIR CAPITAL LLC, By: /s/ Ignacio Jayanti, Name: Ignacio Jayanti, Title: Managing Partner | 09/24/2019 | |
| CC PAYMENT HOLDINGS, L.L.C., By: Corsair IV Management L.P., its managing member, By: Corsair Capital LLC, its general partner, By: /s/ Ignacio Jayanti, Name: Ignacio Jayanti, Title: Managing Partner | 09/24/2019 | |
| CORSAIR IV PAYMENT HOLDINGS PARTNERS, L.P., By: Corsair IV Management AIV, L.P., its general partner, By: Corsair Capital LLC, its general partner, By: /s/ Ignacio Jayanti, Name: Ignacio Jayanti, Title: Managing Partner | 09/24/2019 | |
| CORSAIR IV MANAGEMENT AIV, L.P., By: Corsair Capital LLC, its general partner, By: /s/ Ignacio Jayanti, Name: Ignacio Jayanti, Title: Managing Partner | 09/24/2019 | |
| CORSAIR IV MANAGEMENT L.P., By: Corsair Capital LLC, its general partner, By: /s/ Ignacio Jayanti, Name: Ignacio Jayanti, Title: Managing Partner | 09/24/2019 | |
| CORSAIR IV PAYMENT HOLDINGS INVESTORS, L.P., By: Corsair IV Management L.P., its general partner, By: Corsair Capital LLC, its general partner, By: /s/ Ignacio Jayanti, Name: Ignacio Jayanti, Title: Managing Partner | 09/24/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||