SEC Form 4 · accession 0001213900-18-008518
Repay Holdings Corp · RPAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Gary A Simanson
Officer — Chief Executive Officer · Director · 10% Owner
Thunder Bridge Acquisition LLC
10% Owner
Period of report
Jun 28, 2018
Accepted (ET)
Jun 29, 2018 · 4:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001720592
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Ordinary SharesF3,F1 | — | Jun 28, 2018 | J | 18,750 | D | — | — | Class A Ordinary Shares | 18,750 | 6,450,000 | I |
Explanation of responses
- F1As described in the issuer's registration statements on Form S-1 (File Nos. 333-224581 and 333-225711) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.
- F2As contemplated in connection with the initial public offering of the issuer, 18,750 Class B ordinary shares of the issuer were returned by Thunder Bridge Acquisition LLC (the "Sponsor") to the issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.
- F3These shares represent Class B ordinary shares acquired by the Sponsor pursuant to a subscription agreement dated as of September 20, 2017 by and between the Sponsor and the registrant. Gary A. Simanson, the Chief Executive Officer of the registrant, is the managing member of the Sponsor. Mr. Simanson has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Simanson disclaims beneficial ownership of the ordinary shares held by the Sponsor other than to the extent of his pecuniary interest in such shares.