Last 12 months
Inside the activity.
16 purchase rows · 3 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 0 | 1 |
| Dec 2025 | 0 | 0 |
| Jan 2026 | 0 | 0 |
| Feb 2026 | 0 | 0 |
| Mar 2026 | 6 | 0 |
| Apr 2026 | 10 | 0 |
| May 2026 | 0 | 0 |
| Jun 2026 | 0 | 0 |
| Jul 2026 | 0 | 0 |
| Aug 2026 | 0 | 0 |
| Sep 2026 | 0 | 2 |
| Oct 2026 | 0 | 0 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| July 11, 2019 Filed Oct 4, 2019 18:03 UTC Amendment |
Alias ShalerDirector · President
|
GrantPost-Merger Repay Units · Derivative | 3,172,988 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019807 · ownership.xml · derivative · entry 6 Alias Shaler · CIK 0001781998 · Director · President 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 3,172,988 Underlying: Class A Common Stock · 3,172,988 shares Expires not disclosed F7 · derivative.exercise_price: 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. F2 · kind: 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. F3 · kind: 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. F9 · shares: This amount includes 678,424 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. F10 · shares: 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. F2 · price: 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. F3 · price: 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. F3 · derivative.exercise_date: 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. F7 · derivative.exercise_date: 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. F9 · derivative.exercise_date: This amount includes 678,424 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. F7 · derivative.expiration_date: 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. F10 · derivative.underlying_shares: 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. F9 · balance_after: This amount includes 678,424 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. F10 · balance_after: 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. F4 · ownership.nature: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 18:03 UTC Amendment |
Alias ShalerDirector · President
|
GrantPost-Merger Repay Units · Derivative | 145,085 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019807 · ownership.xml · derivative · entry 5 Alias Shaler · CIK 0001781998 · Director · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 145,085 Underlying: Class A Common Stock · 145,085 shares Expires not disclosed F7 · derivative.exercise_price: 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. F2 · kind: 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. F3 · kind: 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. F8 · shares: This amount reflects 144,672 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. F10 · shares: 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. F2 · price: 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. F3 · price: 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. F3 · derivative.exercise_date: 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. F7 · derivative.exercise_date: 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. F8 · derivative.exercise_date: This amount reflects 144,672 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. F7 · derivative.expiration_date: 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. F10 · derivative.underlying_shares: 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. F8 · balance_after: This amount reflects 144,672 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. F10 · balance_after: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 18:03 UTC Amendment |
Alias ShalerDirector · President
|
GrantClass A Common Stock | 146,535 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-19-019807 · ownership.xml · nonDerivative · entry 4 Alias Shaler · CIK 0001781998 · Director · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 293,070 F6 · kind: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 18:03 UTC Amendment |
Alias ShalerDirector · President
|
GrantClass A Common Stock | 146,535 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-19-019807 · ownership.xml · nonDerivative · entry 3 Alias Shaler · CIK 0001781998 · Director · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 146,535 F5 · kind: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 18:03 UTC Amendment |
Alias ShalerDirector · President
|
GrantClass V Common Stock | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019807 · ownership.xml · nonDerivative · entry 2 Alias Shaler · CIK 0001781998 · Director · President 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 1 F1 · security: 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. F2 · kind: 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. F3 · kind: 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. F2 · price: 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. F3 · price: 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. F4 · ownership.nature: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 18:03 UTC Amendment |
Alias ShalerDirector · President
|
GrantClass V Common Stock | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019807 · ownership.xml · nonDerivative · entry 1 Alias Shaler · CIK 0001781998 · Director · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1 F1 · security: 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. F2 · kind: 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. F3 · kind: 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. F2 · price: 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. F3 · price: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:01 UTC Amendment |
Kirk JasonChief Technology Officer
|
GrantPost-Merger Repay Units · Derivative | 380,903 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019805 · ownership.xml · derivative · entry 4 Kirk Jason · CIK 0001781976 · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 380,903 Underlying: Class A Common Stock · 380,903 shares Expires not disclosed F6 · derivative.exercise_price: 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. F2 · kind: 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. F3 · kind: 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. F7 · shares: This amount includes 123,290 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. F8 · shares: 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. F2 · price: 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. F3 · price: 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. F3 · derivative.exercise_date: 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. F6 · derivative.exercise_date: 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. F7 · derivative.exercise_date: This amount includes 123,290 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. F6 · derivative.expiration_date: 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. F8 · derivative.underlying_shares: 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. F7 · balance_after: This amount includes 123,290 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. F8 · balance_after: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:01 UTC Amendment |
Kirk JasonChief Technology Officer
|
GrantClass A Common Stock | 128,218 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-19-019805 · ownership.xml · nonDerivative · entry 3 Kirk Jason · CIK 0001781976 · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 256,436 F5 · kind: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:01 UTC Amendment |
Kirk JasonChief Technology Officer
|
GrantClass A Common Stock | 128,218 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-19-019805 · ownership.xml · nonDerivative · entry 2 Kirk Jason · CIK 0001781976 · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 128,218 F4 · kind: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:01 UTC Amendment |
Kirk JasonChief Technology Officer
|
GrantClass V Common Stock | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019805 · ownership.xml · nonDerivative · entry 1 Kirk Jason · CIK 0001781976 · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1 F1 · security: 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. F2 · kind: 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. F3 · kind: 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. F2 · price: 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. F3 · price: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Jackson Michael FrankChief Operating Officer
|
GrantPost-Merger Repay Units · Derivative | 139,173 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019804 · ownership.xml · derivative · entry 4 Jackson Michael Frank · CIK 0001782283 · Chief Operating Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 139,173 Underlying: Class A Common Stock · 139,173 shares Expires not disclosed F6 · derivative.exercise_price: 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. F2 · kind: 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. F3 · kind: 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. F7 · shares: This amount includes 48,044 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. F8 · shares: 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. F2 · price: 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. F3 · price: 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. F3 · derivative.exercise_date: 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. F6 · derivative.exercise_date: 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. F7 · derivative.exercise_date: This amount includes 48,044 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. F6 · derivative.expiration_date: 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. F8 · derivative.underlying_shares: 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. F7 · balance_after: This amount includes 48,044 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. F8 · balance_after: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Jackson Michael FrankChief Operating Officer
|
GrantClass A Common Stock | 128,218 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-19-019804 · ownership.xml · nonDerivative · entry 3 Jackson Michael Frank · CIK 0001782283 · Chief Operating Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 256,436 F5 · kind: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Jackson Michael FrankChief Operating Officer
|
GrantClass A Common Stock | 128,218 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-19-019804 · ownership.xml · nonDerivative · entry 2 Jackson Michael Frank · CIK 0001782283 · Chief Operating Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 128,218 F4 · kind: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Jackson Michael FrankChief Operating Officer
|
GrantClass V Common Stock | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019804 · ownership.xml · nonDerivative · entry 1 Jackson Michael Frank · CIK 0001782283 · Chief Operating Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1 F1 · security: 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. F2 · kind: 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. F3 · kind: 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. F2 · price: 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. F3 · price: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Morris John Andrew Sr.Director · Chief Executive Officer
|
GrantPost-Merger Repay Units · Derivative | 338,444 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019803 · ownership.xml · derivative · entry 8 Morris John Andrew Sr. · CIK 0001782423 · Director · Chief Executive Officer 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 338,444 Underlying: Class A Common Stock · 338,444 shares Expires not disclosed F8 · derivative.exercise_price: 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. F2 · kind: 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. F3 · kind: 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. F11 · shares: 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. F12 · shares: 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. F2 · price: 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. F3 · price: 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. F3 · derivative.exercise_date: 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. F8 · derivative.exercise_date: 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. F11 · derivative.exercise_date: 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. F8 · derivative.expiration_date: 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. F12 · derivative.underlying_shares: 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. F11 · balance_after: 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. F12 · balance_after: 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. F5 · ownership.nature: These securities are held directly by a family charitable trust, of which the Reporting Person is the sole trustee. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Morris John Andrew Sr.Director · Chief Executive Officer
|
GrantPost-Merger Repay Units · Derivative | 3,149,397 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019803 · ownership.xml · derivative · entry 7 Morris John Andrew Sr. · CIK 0001782423 · Director · Chief Executive Officer 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 3,149,397 Underlying: Class A Common Stock · 3,149,397 shares Expires not disclosed F8 · derivative.exercise_price: 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. F2 · kind: 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. F3 · kind: 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. F10 · shares: 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. F12 · shares: 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. F2 · price: 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. F3 · price: 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. F3 · derivative.exercise_date: 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. F8 · derivative.exercise_date: 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. F10 · derivative.exercise_date: 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. F8 · derivative.expiration_date: 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. F12 · derivative.underlying_shares: 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. F10 · balance_after: 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. F12 · balance_after: 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. F4 · ownership.nature: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Morris John Andrew Sr.Director · Chief Executive Officer
|
GrantPost-Merger Repay Units · Derivative | 170,688 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019803 · ownership.xml · derivative · entry 6 Morris John Andrew Sr. · CIK 0001782423 · Director · Chief Executive Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 170,688 Underlying: Class A Common Stock · 170,688 shares Expires not disclosed F8 · derivative.exercise_price: 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. F2 · kind: 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. F3 · kind: 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. F9 · shares: 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. F12 · shares: 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. F2 · price: 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. F3 · price: 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. F3 · derivative.exercise_date: 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. F8 · derivative.exercise_date: 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. F9 · derivative.exercise_date: 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. F8 · derivative.expiration_date: 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. F12 · derivative.underlying_shares: 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. F9 · balance_after: 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. F12 · balance_after: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Morris John Andrew Sr.Director · Chief Executive Officer
|
GrantClass A Common Stock | 366,337 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-19-019803 · ownership.xml · nonDerivative · entry 5 Morris John Andrew Sr. · CIK 0001782423 · Director · Chief Executive Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 732,675 F7 · kind: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Morris John Andrew Sr.Director · Chief Executive Officer
|
GrantClass A Common Stock | 366,338 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-19-019803 · ownership.xml · nonDerivative · entry 4 Morris John Andrew Sr. · CIK 0001782423 · Director · Chief Executive Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 366,338 F6 · kind: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Morris John Andrew Sr.Director · Chief Executive Officer
|
GrantClass V Common Stock | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019803 · ownership.xml · nonDerivative · entry 3 Morris John Andrew Sr. · CIK 0001782423 · Director · Chief Executive Officer 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 1 F1 · security: 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. F2 · kind: 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. F3 · kind: 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. F2 · price: 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. F3 · price: 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. F5 · ownership.nature: These securities are held directly by a family charitable trust, of which the Reporting Person is the sole trustee. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Morris John Andrew Sr.Director · Chief Executive Officer
|
GrantClass V Common Stock | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019803 · ownership.xml · nonDerivative · entry 2 Morris John Andrew Sr. · CIK 0001782423 · Director · Chief Executive Officer 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 1 F1 · security: 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. F2 · kind: 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. F3 · kind: 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. F2 · price: 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. F3 · price: 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. F4 · ownership.nature: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Morris John Andrew Sr.Director · Chief Executive Officer
|
GrantClass V Common Stock | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019803 · ownership.xml · nonDerivative · entry 1 Morris John Andrew Sr. · CIK 0001782423 · Director · Chief Executive Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1 F1 · security: 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. F2 · kind: 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. F3 · kind: 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. F2 · price: 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. F3 · price: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Murphy Timothy JohnChief Financial Officer
|
GrantPost-Merger Repay Units · Derivative | 463,965 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019801 · ownership.xml · derivative · entry 4 Murphy Timothy John · CIK 0001782277 · Chief Financial Officer 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 463,965 Underlying: Class A Common Stock · 463,965 shares Expires not disclosed F7 · derivative.exercise_price: 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. F2 · kind: 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. F3 · kind: 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. F8 · shares: This amount includes 150,830 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. F9 · shares: 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. F2 · price: 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. F3 · price: 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. F3 · derivative.exercise_date: 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. F7 · derivative.exercise_date: 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. F8 · derivative.exercise_date: This amount includes 150,830 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. F7 · derivative.expiration_date: 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. F9 · derivative.underlying_shares: 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. F8 · balance_after: This amount includes 150,830 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. F9 · balance_after: 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. F4 · ownership.nature: These securities are held directly by a family trust, of which the Reporting Person is the investment advisor with voting and investment power over the securities held by such trust. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Murphy Timothy JohnChief Financial Officer
|
GrantClass A Common Stock | 219,802 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-19-019801 · ownership.xml · nonDerivative · entry 3 Murphy Timothy John · CIK 0001782277 · Chief Financial Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 439,605 F6 · kind: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Murphy Timothy JohnChief Financial Officer
|
GrantClass A Common Stock | 219,803 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-19-019801 · ownership.xml · nonDerivative · entry 2 Murphy Timothy John · CIK 0001782277 · Chief Financial Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 219,803 F5 · kind: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Murphy Timothy JohnChief Financial Officer
|
GrantClass V Common Stock | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019801 · ownership.xml · nonDerivative · entry 1 Murphy Timothy John · CIK 0001782277 · Chief Financial Officer 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 1 F1 · security: 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. F2 · kind: 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. F3 · kind: 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. F2 · price: 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. F3 · price: 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. F4 · ownership.nature: These securities are held directly by a family trust, of which the Reporting Person is the investment advisor with voting and investment power over the securities held by such trust. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Perlmutter SusanChief Revenue Officer
|
GrantPost-Merger Repay Units · Derivative | 169,026 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019799 · ownership.xml · derivative · entry 4 Perlmutter Susan · CIK 0001782002 · Chief Revenue Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 169,026 Underlying: Class A Common Stock · 169,026 shares Expires not disclosed F6 · derivative.exercise_price: 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. F2 · kind: 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. F3 · kind: 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. F7 · shares: This amount includes 50,424 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. F8 · shares: 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. F2 · price: 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. F3 · price: 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. F3 · derivative.exercise_date: 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. F6 · derivative.exercise_date: 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. F7 · derivative.exercise_date: This amount includes 50,424 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. F6 · derivative.expiration_date: 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. F8 · derivative.underlying_shares: 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. F7 · balance_after: This amount includes 50,424 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. F8 · balance_after: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Perlmutter SusanChief Revenue Officer
|
GrantClass A Common Stock | 109,901 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-19-019799 · ownership.xml · nonDerivative · entry 3 Perlmutter Susan · CIK 0001782002 · Chief Revenue Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 219,803 F5 · kind: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Perlmutter SusanChief Revenue Officer
|
GrantClass A Common Stock | 109,902 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-19-019799 · ownership.xml · nonDerivative · entry 2 Perlmutter Susan · CIK 0001782002 · Chief Revenue Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 109,902 F4 · kind: 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. Read SEC document |
| July 11, 2019 Filed Oct 4, 2019 22:00 UTC Amendment |
Perlmutter SusanChief Revenue Officer
|
GrantClass V Common Stock | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-19-019799 · ownership.xml · nonDerivative · entry 1 Perlmutter Susan · CIK 0001782002 · Chief Revenue Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1 F1 · security: 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. F2 · kind: 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. F3 · kind: 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. F2 · price: 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. F3 · price: 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. Read SEC document |
| March 13, 2019 Filed Mar 14, 2019 20:15 UTC |
Polar Asset Management Partners Inc.10% owner
|
SaleClass A Ordinary Shares, par value $0.0001 per share | 250,000 | $10.18 | $2,545,000.00 |
DisclosureSEC source: 0001062993-19-001286 · form4.xml · nonDerivative · entry 3 Polar Asset Management Partners Inc. · CIK 0001326389 · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 1,709,979 F1 · ownership.nature: (1) Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, (the "Reporting Person") serves as investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF") and certain managed accounts (together with PMSMF, the "Polar Vehicles") and has sole voting and investment discretion with respect to the securities reported herein which are held by the Polar Vehicles. The Reporting Person disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of the securities reported herein for the purpose of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Reporting Person's pecuniary interest therein. Read SEC document |
| March 13, 2019 Filed Mar 14, 2019 20:15 UTC |
Polar Asset Management Partners Inc.10% owner
|
SaleClass A Ordinary Shares, par value $0.0001 per share | 925,000 | $10.17 | $9,407,250.00 |
DisclosureSEC source: 0001062993-19-001286 · form4.xml · nonDerivative · entry 2 Polar Asset Management Partners Inc. · CIK 0001326389 · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 1,959,979 F1 · ownership.nature: (1) Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, (the "Reporting Person") serves as investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF") and certain managed accounts (together with PMSMF, the "Polar Vehicles") and has sole voting and investment discretion with respect to the securities reported herein which are held by the Polar Vehicles. The Reporting Person disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of the securities reported herein for the purpose of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Reporting Person's pecuniary interest therein. Read SEC document |
| March 12, 2019 Filed Mar 14, 2019 20:15 UTC |
Polar Asset Management Partners Inc.10% owner
|
SaleClass A Ordinary Shares, par value $0.0001 per share | 43,000 | $10.18 | $437,740.00 |
DisclosureSEC source: 0001062993-19-001286 · form4.xml · nonDerivative · entry 1 Polar Asset Management Partners Inc. · CIK 0001326389 · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 2,884,979 F1 · ownership.nature: (1) Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, (the "Reporting Person") serves as investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF") and certain managed accounts (together with PMSMF, the "Polar Vehicles") and has sole voting and investment discretion with respect to the securities reported herein which are held by the Polar Vehicles. The Reporting Person disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of the securities reported herein for the purpose of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Reporting Person's pecuniary interest therein. Read SEC document |
| June 28, 2018 Filed Jun 29, 2018 16:10 UTC |
Simanson Gary ADirector · Chief Executive Officer · 10% owner
Thunder Bridge Acquisition LLC10% owner
|
OtherClass B Ordinary Shares · Derivative | 18,750 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-18-008518 · ownership.xml · derivative · entry 1 Simanson Gary A · CIK 0001339459 · Director · Chief Executive Officer · 10% owner Thunder Bridge Acquisition LLC · CIK 0001720589 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 6,450,000 Underlying: Class A Ordinary Shares · 18,750 shares Expires not disclosed F1 · derivative.exercise_price: As 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. F2 · kind: As 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. F1 · derivative.exercise_date: As 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. F1 · derivative.expiration_date: As 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. F3 · ownership.nature: These 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. Read SEC document |
| March 19, 2013 Filed Mar 21, 2023 21:00 UTC |
Murphy Timothy JohnChief Financial Officer
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GrantStock Option (right to buy) · Derivative | 287,207 | $0.00 Strike: $6.13 | $0.00 |
DisclosureSEC source: 0001209191-23-020320 · doc4.xml · derivative · entry 4 Murphy Timothy John · CIK 0001782277 · Chief Financial Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 287,207 Underlying: Class A Common Stock · 287,207 shares Expires 2030-03-18 F4 · kind: Reflects a grant of a stock option to acquire Class A common stock of the Issuer that vests and becomes exercisable in three separate tranches as follows: (a) 31% shall vest and become exercisable on the later of (i) March 19, 2024 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $10.00 for any consecutive 20 day trading period ending on or prior to March 18, 2028; (b) 32% shall vest and become exercisable on the later of (i) March 19, 2025 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $14.50 for any consecutive 20 day trading period ending on or prior to March 18, 2028; and (c) 37% shall vest and become exercisable on the later of (i) March 19, 2026 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $19.54 for any consecutive 20 day trading period ending on or prior to March 18, 2028. F4 · derivative.exercise_date: Reflects a grant of a stock option to acquire Class A common stock of the Issuer that vests and becomes exercisable in three separate tranches as follows: (a) 31% shall vest and become exercisable on the later of (i) March 19, 2024 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $10.00 for any consecutive 20 day trading period ending on or prior to March 18, 2028; (b) 32% shall vest and become exercisable on the later of (i) March 19, 2025 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $14.50 for any consecutive 20 day trading period ending on or prior to March 18, 2028; and (c) 37% shall vest and become exercisable on the later of (i) March 19, 2026 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $19.54 for any consecutive 20 day trading period ending on or prior to March 18, 2028. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.