Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Alias Shaler	2. Issuer Name and Ticker or Trading Symbol Repay Holdings Corp [ RPAY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President
(Last)          (First)          (Middle) 3 WEST PACES FERRY ROAD, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 7/22/2020
(Street) ATLANTA, GA 30305 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	7/22/2020		M(1)		27778	A	(1)	27778	I	See footnote (2)
Class A Common Stock	7/22/2020		S(3)		27778	D	$23.70 (4)	0	I	See footnote (2)
Class A Common Stock	7/23/2020		M(1)		256042	A	(1)	256042	I	See footnote (2)
Class A Common Stock	7/23/2020		S(3)		256042	D	$23.10 (5)	0	I	See footnote (2)
Class A Common Stock								315979	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Post-Merger Repay Units	(6)	7/22/2020		M (1)			27778	(6)	(6)	Class A Common Stock	27778	(1)	3145210	I	See footnote (2)
Post-Merger Repay Units	(6)	7/23/2020		M			256042	(6)	(6)	Class A Common Stock	256042	(1)	2889168	I	See footnote (2)
Post-Merger Repay Units	(6)							(6)	(6)	Class A Common Stock	145085		145085	D

Explanation of Responses:
(1)	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 Repay Holdings Corporation (the "Issuer") pursuant to the Exchange Agreement (as defined below).
(2)	These securities are held directly by a limited liability company, of which Reporting Person owns all of the voting ownership interests and serves as the member of its board of directors.
(3)	The transaction was pursuant to a Rule 10b5-1 plan.
(4)	The sales price indicated is a weighted average sales price. The corresponding shares were sold in multiple transactions at prices ranging from $23.54 to $23.92 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.
(5)	The sales price indicated is a weighted average sales price. The corresponding shares were sold in multiple transactions at prices ranging from $22.97 to $23.27 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.
(6)	Represents non-voting limited liability company interests (the "Post-Merger Repay Units") in Hawk Parent Holdings, LLC ("Hawk Parent"). Pursuant to the terms of an exchange agreement (the "Exchange Agreement") among Hawk Parent, the Issuer and certain holders of the Post-Merger Repay Units, the Post-Merger Repay Units may be exchanged at the discretion of the holder for shares of Class A common stock of the Issuer on a one-for-one basis, or, at the option of the Issuer, cash. These exchange rights do not expire.

Remarks: The Reporting Person disclaims beneficial ownership of any securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Alias Shaler 3 WEST PACES FERRY ROAD SUITE 200 ATLANTA, GA 30305	X		President

Signatures
/s/ Timothy J. Murphy, as Attorney-in-Fact		7/24/2020
**Signature of Reporting Person		Date