SEC Filing - Repay Holdings Corporation

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SEC FORM 4/A 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

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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^*

Morris John Andrew Sr.

(Last)

(First)

(Middle)

C/O REPAY HOLDINGS CORPORATION,

3 WEST PACES FERRY ROAD, SUITE 200

(Street)

ATLANTA

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)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/15/2019

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class V Common Stock⁽¹⁾	07/11/2019		A⁽²⁾⁽³⁾		1	A	⁽²⁾⁽³⁾	1	D
Class V Common Stock⁽¹⁾	07/11/2019		A⁽²⁾⁽³⁾		1	A	⁽²⁾⁽³⁾	1	I	See footnote⁽⁴⁾
Class V Common Stock⁽¹⁾	07/11/2019		A⁽²⁾⁽³⁾		1	A	⁽²⁾⁽³⁾	1	I	See footnote⁽⁵⁾
Class A Common Stock	07/11/2019		A⁽⁶⁾		366,338	A	$0	366,338	D
Class A Common Stock	07/11/2019		A⁽⁷⁾		366,337	A	$0	732,675	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Post-Merger Repay Units	⁽⁸⁾	07/11/2019		A⁽²⁾⁽³⁾		170,688⁽⁹⁾⁽¹²⁾		⁽³⁾⁽⁸⁾⁽⁹⁾	⁽⁸⁾	Class A Common Stock	170,688⁽¹²⁾	⁽²⁾⁽³⁾	170,688⁽⁹⁾⁽¹²⁾	D
Post-Merger Repay Units	⁽⁸⁾	07/11/2019		A⁽²⁾⁽³⁾		3,149,397⁽¹⁰⁾⁽¹²⁾		⁽³⁾⁽⁸⁾⁽¹⁰⁾	⁽⁸⁾	Class A Common Stock	3,149,397⁽¹²⁾	⁽²⁾⁽³⁾	3,149,397⁽¹⁰⁾⁽¹²⁾	I	See footnote⁽⁴⁾
Post-Merger Repay Units	⁽⁸⁾	07/11/2019		A⁽²⁾⁽³⁾		338,444⁽¹¹⁾⁽¹²⁾		⁽³⁾⁽⁸⁾⁽¹¹⁾	⁽⁸⁾	Class A Common Stock	338,444⁽¹²⁾	⁽²⁾⁽³⁾	338,444⁽¹¹⁾⁽¹²⁾	I	See footnote⁽⁵⁾

Explanation of Responses:

1. These shares of Class V common stock ("Class V Common Stock") of the Issuer (as defined below) provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock will be entitled to vote with the holders of Class A common stock ("Class A Common Stock") of the Issuer, with each share of Class V Common Stock entitling the holder to a number of votes equal to the number of Post-Merger Repay Units (as described below) held by such Class V Common Stock holder at the time of such vote.

2. Pursuant to a Second Amended and Restated Agreement and Plan of Merger, dated effective as of January 21, 2019, as amended from time to time (the "Merger Agreement"), by and among Thunder Bridge Acquisition, Ltd., TB Acquisition Merger Sub LLC ("Merger Sub"), Hawk Parent Holdings LLC ("Repay"), and other parties thereto, Merger Sub merged (the "Merger") with and into Repay with Repay continuing as the surviving entity and a subsidiary of Thunder Bridge Acquisition, Ltd. (which subsequently changed its name to Repay Holdings Corporation, the "Issuer"). Pursuant to the terms of the Merger Agreement, the owners of Repay prior to the closing of the Merger (the "Closing") received in the aggregate approximately $260.8 million in cash and, subject to certain post-Closing adjustments, 21,985,297 Post-Merger Repay Units for the Repay limited liability company interests held by them immediately prior to the Closing.

3. The terms of the Merger Agreement also provide that additional Post-Merger Repay Units will be issued subject to earn out rights ("Earn Out Units") as discussed below. In the event that the volume-weighted average trading price of the Issuer's Class A Common Stock exceeds (i) $12.50 for twenty out of thirty consecutive trading days during the first twelve months following the Closing (the "$12.50 Condition"), 3,750,000 Post-Merger Repay Units will be issued to the pre-Closing owners of Repay and (ii) $14.00 for twenty out of thirty consecutive trading days during the first twenty-four months following the Closing (the "$14 Condition"), an additional 3,750,000 Post-Merger Repay Units will be issued to the pre-Closing owners of Repay. In addition, in connection with the Merger, each holder of Repay limited liability company interests prior to the Merger received one share of Class V Common Stock.

4. These securities are held directly by a limited liability company, of which the Reporting Person owns all of the voting ownership interests and serves as the sole member of its board of managers.

5. These securities are held directly by a family charitable trust, of which the Reporting Person is the sole trustee.

6. Reflects a grant of restricted Class A Common Stock that vests as follows: (a) 25% shall vest on July 11, 2020, and (b) 2.08 1/3% shall vest on each monthly anniversary of the first vesting date.

7. Reflects a grant of restricted Class A Common Stock that vests as follows: (a) 50% shall vest if the Average Share Price (as defined below) is at least $12.50 per share, and (b) 100% shall vest if the Average Share Price is at least $14.00 per share. For these purposes, the "Average Share Price" shall be mean the volume weighted trading price of the Class A Common Stock over any 20 trading days within any consecutive 30 trading days.

8. These Post-Merger Repay Units represent non-voting limited liability company interests of Repay. Pursuant to the terms of an exchange agreement, beginning on the six-month anniversary of the closing date of the Merger, these units may be exchanged at the discretion of the holder for shares of Class A Common Stock on a one-for-one basis, or, at option of the Issuer, cash. These exchange rights do not expire.

9. This amount reflects 170,202 Earn Out Units, 50% of which will be issued upon satisfaction of the $12.50 Condition, and the remaining 50% of which will be issued upon satisfaction of the $14 Condition.

10. This amount includes 672,126 Earn Out Units, 50% of which will be issued upon satisfaction of the $12.50 Condition, and the remaining 50% of which will be issued upon satisfaction of the $14 Condition.

11. This amount includes 74,680 Earn Out Units, 50% of which will be issued upon satisfaction of the $12.50 Condition, and the remaining 50% of which will be issued upon satisfaction of the $14 Condition.

12. This Form 4/A is being filed to amend and restate the original Form 4 filed by the Reporting Person with the Securities and Exchange Commission on July 15, 2019 to reflect post-Closing adjustments pursuant to the terms of the Merger Agreement. On October 1, 2019, certain Post-Merger Repay Merger Units held in escrow pending such post-Closing adjustments were released from escrow and distributed to the Reporting Person.

Remarks:

The Reporting Persons 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	10/04/2019
	** Signature of Reporting Person	Date
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