0001213900-19-012778.txt : 20190715 0001213900-19-012778.hdr.sgml : 20190715 20190715183030 ACCESSION NUMBER: 0001213900-19-012778 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190711 FILED AS OF DATE: 20190715 DATE AS OF CHANGE: 20190715 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thunder Bridge Acquisition LLC CENTRAL INDEX KEY: 0001720589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38531 FILM NUMBER: 19955964 BUSINESS ADDRESS: STREET 1: 9912 GEORGETOWN PIKE STREET 2: SUITE D203 CITY: GREAT FALLS STATE: VA ZIP: 22066 BUSINESS PHONE: 7037592502 MAIL ADDRESS: STREET 1: 9912 GEORGETOWN PIKE STREET 2: SUITE D203 CITY: GREAT FALLS STATE: VA ZIP: 22066 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simanson Gary A CENTRAL INDEX KEY: 0001339459 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38531 FILM NUMBER: 19955965 MAIL ADDRESS: STREET 1: 717 KING STREET CITY: ALEXANDRIA STATE: VA ZIP: 22314 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Repay Holdings Corp CENTRAL INDEX KEY: 0001720592 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 WEST PACES FERRY ROAD STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: (404) 504-7474 MAIL ADDRESS: STREET 1: 3 WEST PACES FERRY ROAD STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30305 FORMER COMPANY: FORMER CONFORMED NAME: Thunder Bridge Acquisition Ltd DATE OF NAME CHANGE: 20171024 4 1 ownership.xml X0306 4 2019-07-11 0 0001720592 Repay Holdings Corp RPAY 0001720589 Thunder Bridge Acquisition LLC 9912 GEORGETOWN PIKE SUITE D203 GREAT FALLS VA 22066 0 0 1 0 0001339459 Simanson Gary A 9912 GEORGETOWN PIKE SUITE D203 GREAT FALLS VA 22066 0 0 1 0 Class A Common Stock 2019-07-11 4 C 0 6450000 A 6450000 D Class A Common Stock 2019-07-11 4 J 0 2335000 D 4115000 D Class B Ordinary Shares 2019-07-11 4 C 0 6450000 0 D Class A Ordinary Shares 6450000 0 D Immediately prior to the consummation of the issuer's initial business combination on July 11, 2019 (the "Business Combination"), the issuer changed its corporate structure and domicile by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Pursuant to the Domestication, each outstanding Class B ordinary share of the issuer ("Founder Shares") was converted into one share of the issuer's Class A common stock (the "common stock"). The reporting person held 6,450,000 Founder Shares prior to the Business Combination, which were converted into 6,450,000 shares of common stock upon the Domestication. In connection with the consummation of the Business Combination, 2,335,000 of the Founder Shares were forfeited by the reporting person to the issuer for no consideration. Includes 2,965,000 shares of common stock held in an escrow account, subject to vesting and forfeiture based on certain stock price thresholds for the common stock. The Founder Shares were initially convertible for Class A ordinary shares of the issuer at the time of the issuer's initial business combination as described under the heading "Description of Securities - Founder Shares" in the issuer's registration statements on Form S-1 (File No. 333-224581 and 333-225711) and had no expiration date. These securities are held directly by Thunder Bridge Acquisition LLC (the "Sponsor"). Gary A. Simanson is the managing member of the Sponsor and has sole voting and dispositive control over the securities held by the Sponsor and may be deemed the beneficial owner of such securities. Mr. Simanson disclaims beneficial ownership of the securities held by the Sponsor other than to the extent of his pecuniary interest therein. /s/ Gary A. Simanson, Managing Member of Thunder Bridge Acquisition LLC 2019-07-15 /s/ Gary A. Simanson 2019-07-15