SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Barnett Naomi (Last) (First) (Middle) 3 WEST PACES FERRY ROAD SUITE 200 (Street) ATLANTA GA 30305 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/24/2021	3. Issuer Name and Ticker or Trading Symbol Repay Holdings Corp [ RPAY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President	5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	51,173(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects restricted shares of Class A common stock from previous grants as follows: (a) 37,500 unvested shares from an award of 50,000 restricted shares granted November 5, 2019, which are scheduled to vest in three remaining equal installments commencing November 5, 2021; (b) 13,267 unvested restricted shares granted March 11, 2020, which are scheduled to vest in four equal installments commencing March 11, 2021; and (c) 406 unvested restricted shares granted June 30, 2020, which are scheduled to vest in four equal installments commencing June 30, 2021.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/Tyler B. Dempsey, as Attorney-in-Fact	02/25/2021
	** 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 5 (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.

Exhibit 24

POWER OF ATTORNEY

Know all by these presents that the undersigned, does hereby make, constitute
and appoint each of Tyler B.
Dempsey and Timothy J. Murphy, or any one of them, as a true and lawful
attorney-in-fact of the undersigned with
full powers of substitution and revocation, for and in the name, place and stead
of the undersigned (in the
undersigned's individual capacity), to execute and deliver such forms that the
undersigned may be required to file
with the U.S. Securities and Exchange Commission as a result of the
undersigned's ownership of or transactions in
securities of Repay Holdings Corporation (the "Company") (i) pursuant to Section
16(a) of the Securities Exchange
Act of 1934, as amended, including without limitation, statements on Form 3,
Form 4 and Form 5 (including any
amendments thereto) and (ii) in connection with any applications for EDGAR
access codes, including without
limitation the Form ID. The Power of Attorney shall remain in full force and
effect until the undersigned is no
longer required to file Forms 3, 4 and 5 with regard to his or her ownership of
or transactions in securities of the
Company, unless earlier revoked in writing. The undersigned acknowledges that
Tyler B. Dempsey and Timothy J.
Murphy are not assuming any of the undersigned's responsibilities to comply with
Section 16 of the Securities
Exchange Act of 1934, as amended.




By: /s/ Naomi Barnett
Name: Naomi Barnett

Date: February 25, 2021