JACOBS WILLIAM I

SEC source: 0001209191-20-064110 · doc4.xml · nonDerivative · entry 2

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,386

F2 · price: The sales price indicated is a weighted average sales price. The corresponding shares were sold in multiple transactions at prices ranging from $24.50 to $24.58 inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth.

SEC source: 0001209191-20-064110 · doc4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 39,386

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Reflects an exchange of Post-Merger Repay Units (as defined below) on a one-for-one basis for shares of Class A common stock of the Repay Holdings Corporation (the "Issuer") pursuant to the Exchange Agreement (as defined below).

F1 · price: Reflects an exchange of Post-Merger Repay Units (as defined below) on a one-for-one basis for shares of Class A common stock of the Repay Holdings Corporation (the "Issuer") pursuant to the Exchange Agreement (as defined below).

SEC source: 0001209191-20-058849 · doc4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 65,901

F1 · kind: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 7, 2020.

SEC source: 0001127602-20-029449 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,393

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001209191-20-055152 · doc4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,401

F1 · kind: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 7, 2020.

SEC source: 0001127602-20-027084 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,893

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-20-025303 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,393

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001209191-20-051123 · doc4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,901

F1 · kind: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 7, 2020.

SEC source: 0001127602-20-024786 · form4.xml · derivative · entry 3

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 7,224 shares

Expires 2020-10-01

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: This grant became exercisable in 25% increments on the first (October 1, 2011), second (October 1, 2012), third (October 1, 2013) and fourth (October 1, 2014) anniversary of the grant date.

SEC source: 0001127602-20-024786 · form4.xml · nonDerivative · entry 2

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,893

SEC source: 0001127602-20-024786 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,117

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-20-046039 · doc4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,386

F1 · kind: Reflects a grant of restricted stock units that vest on the earlier of: (a) the one-year anniversary of the grant date, and (b) the next regularly scheduled annual meeting of stockholders of Repay Holdings Corporation (the "Issuer") following the grant date. The shares subject to the units will be issued to the Reporting Person after the Reporting Person ceases to be a director of the Issuer pursuant to the terms of the award agreement.

SEC source: 0001127602-20-021751 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,893

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001209191-20-036172 · doc4.xml · nonDerivative · entry 2

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 67,401

F2 · shares: Represents shares of Class A Common Stock underlying a restricted stock unit award that will vest as to all underlying shares on the earlier of (i) the first anniversary of the date of grant or (ii) the date of the 2021 annual stockholders meeting.

SEC source: 0001209191-20-036172 · doc4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,125

F1 · shares: Represents shares of Class A Common Stock underlying a restricted stock unit award that are fully vested on the date of grant.

SEC source: 0001127602-20-016745 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,393

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-20-015082 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,993

F1 · kind: Represents fully-vested shares of common stock, which were granted to the reporting person as compensation for service as a non-employee director.

SEC source: 0001127602-20-013740 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,788

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-20-011253 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,388

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-20-006244 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,988

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001209191-20-005052 · doc4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director · interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 55,193

F1 · shares: Represents shares of Class A Common Stock underlying a restricted stock unit award that will vest as to all underlying shares on January 23, 2021, based on the reporting person's continuous service as interim CEO through that date, subject to acceleration of vesting in event that the reporting person's service as interim CEO terminates for any reason other than cause, on a pro-rata basis, based on the number of completed months of employment during the interim executive service period from January 1 to March 31, 2020.

SEC source: 0001127602-20-001798 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,588

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-19-035378 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,188

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-19-032829 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,788

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-19-030604 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,388

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001213900-19-018822 · ownership.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,445

F1 · kind: Reflects a grant of restricted stock units that vest on the earlier of: (a) the one-year anniversary of the grant date, and (b) the next regularly scheduled annual meeting of the stockholders of the Issuer following the grant date. The shares subject to the units will be issued to the Reporting Person after the Reporting Person ceases to be a director of the Issuer pursuant to the terms of the award agreement.

SEC source: 0001127602-19-028736 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,988

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-19-028110 · form4.xml · derivative · entry 3

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 10,980 shares

Expires 2019-10-01

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: This grant became exercisable in 25% increments on the first (October 1, 2010), second (October 1, 2011), third (October 1, 2012), and fourth (October 1, 2013) anniversary of the grant date.

SEC source: 0001127602-19-028110 · form4.xml · nonDerivative · entry 2

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 29,588

SEC source: 0001127602-19-028110 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,568

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001127602-19-026866 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 29,588

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-19-024748 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,188

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001213900-19-012762 · ownership.xml · derivative · entry 2

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 224,997

Underlying: Class A Common Stock · 224,997 shares

Expires not disclosed

F4 · 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"), 3,500,000 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 3,500,000 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 · shares: This amount includes 71,760 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.

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"), 3,500,000 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 3,500,000 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"), 3,500,000 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 3,500,000 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 · 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.

F5 · derivative.exercise_date: This amount includes 71,760 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.

F4 · 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.

F5 · balance_after: This amount includes 71,760 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.

SEC source: 0001213900-19-012762 · ownership.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

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"), 3,500,000 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 3,500,000 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"), 3,500,000 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 3,500,000 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.

SEC source: 0001213900-19-019806 · ownership.xml · derivative · entry 2

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 225,202

Underlying: Class A Common Stock · 225,202 shares

Expires not disclosed

F4 · 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.

F5 · shares: This amount includes 71,760 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 · 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.

F4 · 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.

F5 · derivative.exercise_date: This amount includes 71,760 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.

F4 · 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.

F6 · 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.

F5 · balance_after: This amount includes 71,760 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 · 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.

SEC source: 0001213900-19-019806 · ownership.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

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.

SEC source: 0001127602-19-021804 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,788

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001209191-19-032753 · doc4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,125

F1 · shares: Represents shares of Class A Common Stock underlying a restricted stock unit award that will vest as to all underlying shares on the date of the 2020 annual stockholders meeting.

SEC source: 0001127602-19-018726 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,388

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-19-016467 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,988

F1 · kind: Represents fully-vested shares of common stock, which were granted to the reporting person as compensation for service as a non-employee director.

SEC source: 0001127602-19-015565 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,400

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-19-011575 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,000

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-19-006309 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,600

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-19-002134 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,200

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-18-036661 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,800

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-18-033393 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,400

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-18-030531 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,000

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-18-027790 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,600

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-18-025585 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,200

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.

SEC source: 0001127602-18-023511 · form4.xml · nonDerivative · entry 1

JACOBS WILLIAM I · CIK 0001019556 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,800

F1 · kind: These shares were sold pursuant to a Rule 10b5-1 plan executed by the reporting person when he was not in possession of material non-public information.