SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Moore Jacob Hamilton (Last) (First) (Middle) 3 WEST PACES FERRY ROAD SUITE 200 (Street) ATLANTA GA 30305 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/11/2020	3. Issuer Name and Ticker or Trading Symbol Repay Holdings Corp [ RPAY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class V Common Stock(1)	1	D
Class A Common Stock	213,325(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Post-Merger Repay Units(3)	01/11/2020	(3)	Class A Common Stock	106,013	(3)	D

Explanation of Responses:

1. These shares of Class V common stock ("Class V Common Stock") of the Issuer 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 (the "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 holder of Class V Common Stock at the time of such vote.

2. Includes 128,218 shares of restricted Class A Common Stock that vests as follows: (a) 25% shall vest on August 14, 2020 and (b) 2.08 1/3% shall vest on each monthly anniversary date of the first vesting date.

3. These "Post-Merger Repay Units" represent non-voting limited liability company interests in Hawk Parent Holdings, LLC. Pursuant to the terms of an exchange agreement, these Post-Merger Repay 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 the option of the Issuer, for cash. These exchange rights do not expire.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/Tyler B. Dempsey, as Attorney-in-Fact	03/12/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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