Form 4 for RPAY Repay Holdings Corp
Accepted 2023-07-07 00:00:00 ET · period of report 2023-07-07 · accession 0001209191-23-041813 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-07-07 | 2023-07-07 | RPAY | Alias Shaler | Pres, Dir | M - OptEx | — | +54.4K | 129.4K | +73% | — |
| DI | 2023-07-07 | 2023-07-07 | RPAY | Alias Shaler | Pres, Dir | S - Sale+OE | $7.57 | -54.4K | 75.0K | -42% | -$411.8K |
| DI | 2023-07-07 | 2023-07-07 | RPAY | Alias Shaler | Pres, Dir | M - OptEx | — | -54.4K | 733.0K | -7% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-07-07 | M | A | 54,396 | — | 129,396 | I See footnote | — | — | (F1) 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). (F2) 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. |
| 2 | Common | Class A Common Stock | 2023-07-07 | S | D | 54,396 | $7.57 | 75,000 | I See footnote | — | — | (F4) The sales price indicated is a weighted average sales price. The corresponding shares were sold in multiple transactions at prices ranging from $7.50 to $7.64 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 the ranges set forth. (F2) 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 | Derivative | Post-Merger Repay Units | 2023-07-07 | M | D | 54,396 | — | 732,987 | I See footnote | — · — to — | 54,396 Class A Common Stock | (F1) 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). (F2) 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. (F5) 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. |