0000899243-21-025518.txt : 20210623 0000899243-21-025518.hdr.sgml : 20210623 20210623164730 ACCESSION NUMBER: 0000899243-21-025518 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210615 FILED AS OF DATE: 20210623 DATE AS OF CHANGE: 20210623 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BECKHAM PARENT, L.P. CENTRAL INDEX KEY: 0001868378 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38531 FILM NUMBER: 211039200 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER, SUITE 3610 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 913-3900 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER, SUITE 3610 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BT PARENT GP, LLC CENTRAL INDEX KEY: 0001868399 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38531 FILM NUMBER: 211039199 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER, SUITE 3610 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 913-3900 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER, SUITE 3610 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Repay Holdings Corp CENTRAL INDEX KEY: 0001720592 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-06-15 0 0001720592 Repay Holdings Corp RPAY 0001868378 BECKHAM PARENT, L.P. FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO CA 94111 0 0 1 0 0001868399 BT PARENT GP, LLC FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO CA 94111 0 0 1 0 Class A Common Stock, par value $0.0001 per share 10051302 I See Footnotes The reported shares are owned of record by Beckham Parent, L.P. ("Beckham LP"). BT Parent GP, LLC ("BT Parent GP," together with Beckham LP, the "Reporting Persons") is the general partner of Beckham LP and as such may be deemed the beneficial owner of the shares reported herein. BT Parent GP has delegated investment decisions, including voting and dispositive power, with respect to the shares reported herein to Beckham LP's board of managers, which is composed of six members who act by majority vote. Each of the Reporting Persons as well as the members of the board of managers disclaims beneficial ownership of the shares reported herein, and this report shall not be deemed an admission that the Reporting Persons, or the members of the board of managers, are the beneficial owners of such shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of each such Reporting Person's, or member's, pecuniary interest therein. Exhibit 24: Power of Attorney. Beckham Parent, L.P., by BT Parent GP, LLC, its General Partner, by /s/ Paul Marnoto, as Attorney-in-Fact 2021-06-23 BT Parent GP, LLC, by /s/ Paul Marnoto, as Attorney-in-Fact 2021-06-23 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby makes,
 constitutes and appoints Paul Marnoto, Joseph C. Taveira and Jake Vaughey,
 signing singly, the undersigned's true and lawful attorneys-in-fact, with full
 power and authority as hereinafter described on behalf of and in the name,
 place and stead of the undersigned to:

        (i)  execute for and on behalf of the undersigned, in the undersigned's
 capacity as beneficial owner of shares of common stock (the "Shares") of Repay
 Holdings Corporation, a Delaware corporation (the "Company"), any Schedule 13D
 or Schedule 13G, and any amendments, supplements or  exhibits thereto
 (including any joint filing agreements) required to be filed by the undersigned
 under Section 13 of the Securities Exchange Act of 1934, as amended, and the
 rules and regulations promulgated thereunder (the "Exchange Act"), and any
 Forms 3, 4, and 5 and any amendments, supplements or exhibits thereto required
 to be filed by the undersigned under Section 16(a) of the Exchange Act;

        (ii)  do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the
United States Securities and Exchange Commission and any stock exchange on which
the Shares are then listed; and

        (iii)  take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorneys-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.

        The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 and Section 16 of the
Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                   * * * * *



        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 23rd day of June, 2021.


Beckham Parent, L.P.

By: BT Parent GP, LLC
Its: General Partner

By: /s/ Zachary F. Sadek
---------------------------------
Name:  Zachary F. Sadek
Title: Vice President, Secretary and Treasurer



BT Parent GP, LLC

By: /s/ Zachary F. Sadek
----------------------------------
Name:  Zachary F. Sadek
Title: Vice President, Secretary and Treasurer




                          Signature Page - Power of Attorney