Sec Form 13G Filing - BECKHAM PARENT L.P. filing for Repay Holdings Corp (RPAY) - 2022-01-27

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

Repay Holdings Corporation

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

76029L100

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1.      

  Names of Reporting Persons

 

  BT Parent GP, LLC

  
2.      

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  
3.      

  SEC Use Only

 

      

  
4.      

  Citizenship or Place of Organization

 

  Delaware

  

Number of 

Shares 

Beneficially 

Owned By  Each 

Reporting 

Person 

With 

    5.     

  Sole Voting Power

 

  0

  
   6.   

  Shared Voting Power

 

  8,921,785

  
   7.   

  Sole Dispositive Power

 

  0

  
   8.   

  Shared Dispositive Power

 

  8,921,785

  
9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  8,921,785

  
10.    

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares            ☐

 

    

  
11.    

  Percent of Class Represented By Amount in Row (9)

 

  9.85%(1)

 
12.    

  Type of Reporting Person (See Instructions)

 

  OO

  

 

(1)

Calculated based on (i) 90,539,562 Shares of Class A Common Stock outstanding as of December 2, 2021 as reported on the Issuer’s Prospectus Supplement No. 1, filed on December 14, 2021.

1.      

  Names of Reporting Persons

 

  Beckham Aggregator, L.P.

  
2.      

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  
3.      

  SEC Use Only

 

      

  
4.      

  Citizenship or Place of Organization

 

  Delaware

  

Number of 

Shares 

Beneficially 

Owned By  Each 

Reporting 

Person 

With 

    5.     

  Sole Voting Power

 

  0

  
   6.   

  Shared Voting Power

 

  8,907,540

  
   7.   

  Sole Dispositive Power

 

  0

  
   8.   

  Shared Dispositive Power

 

  8,907,540

  
9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  8,907,540

  
10.    

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares            ☐

 

    

  
11.    

  Percent of Class Represented By Amount in Row (9)

 

  9.84%(1)

 
12.    

  Type of Reporting Person (See Instructions)

 

  PN

  

 

(1)

Calculated based on (i) 90,539,562 Shares of Class A Common Stock outstanding as of December 2, 2021 as reported on the Issuer’s Prospectus Supplement No. 1, filed on December 14, 2021.

1.      

  Names of Reporting Persons

 

  Beckham Parent, L.P.

  
2.      

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  
3.      

  SEC Use Only

 

      

  
4.      

  Citizenship or Place of Organization

 

  Delaware

  

Number of 

Shares 

Beneficially 

Owned By  Each 

Reporting 

Person 

With 

    5.     

  Sole Voting Power

 

  0

  
   6.   

  Shared Voting Power

 

  14,245

  
   7.   

  Sole Dispositive Power

 

  0

  
   8.   

  Shared Dispositive Power

 

  14,245

  
9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  14,245

  
10.    

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares            ☐

 

    

  
11.    

  Percent of Class Represented By Amount in Row (9)

 

  0.02%(1)

 
12.    

  Type of Reporting Person (See Instructions)

 

  PN

  

 

(1)

Calculated based on (i) 90,539,562 Shares of Class A Common Stock outstanding as of December 2, 2021 as reported on the Issuer’s Prospectus Supplement No. 1, filed on December 14, 2021.

Item 1(a).

Name of Issuer

Repay Holdings Corporation

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

3 West Paces Ferry Road, Suite 200

Atlanta, Georgia 30305

 

Item 2(a).

Names of Persons Filing

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

 

  (i)

Beckham Parent, L.P. (“Beckham LP”)

 

  (ii)

BT Parent GP, LLC (“BT Parent GP”)

 

  (iii)

Beckham Aggregator, L.P. (“Beckham Aggregator”)

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

c/o Parthenon Capital Partners

Four Embarcadero Center, Suite 3610

San Francisco, California 94111

 

Item 2(c).

Citizenship

See responses to Item 4 on each cover page.

 

Item 2(d).

Title of Class of Securities

Class A Common Stock, par value $0.0001 per share.

 

Item 2(e).

CUSIP Number

76029L100

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Not Applicable.

 

Item 4.

Ownership

 

  (a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

 

  (b)

Percent of Class:

See responses to Item 11 on each cover page.

 

  (c)

Number of shares as to which the Reporting Person has:

 

  (i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

 

  (ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

  (iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

 

  (iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

With respect to the securities reported in this Statement, (i) 14,245 shares of Class A Common Stock are owned of record by Beckham LP and (ii) 8,907,540 shares of Class A Common Stock are owned of record by Beckham Aggregator. BT Parent GP is the general partner of Beckham LP and Beckham Aggregator 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 held by Beckham LP and Beckham Aggregator to their respective board of managers. The board of Beckham LP is composed of six managers and the board of Beckham Aggregator is composed of three managers, and each such board of managers acts by majority vote.

Pursuant to Rule 13d-4 of the Act, neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons or the members of the board of managers of Beckham LP or Beckham Aggregator that it, he or she is the beneficial owner of any of the shares of Class A Common Stock or other securities of the Issuer for the purposes of Section 13(d) of the Act, or for any other purpose. Each of the Reporting Persons and the members of the board of managers of Beckham LP and Beckham Aggregator disclaims beneficial ownership of the shares of Class A Common Stock owned of record by Beckham LP and Beckham Aggregator, respectively, except to the extent of such Reporting Person’s, or member’s, pecuniary interest therein.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my k nowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.A hereto.

Dated: January 26, 2022

 

BT Parent GP, LLC

/s/ Paul Marnoto

Name:   Paul Marnoto
Title:   Attorney-in-Fact
Beckham Aggregator, L.P.
By: BT Parent GP, LLC
Its: General Partner

/s/ Paul Marnoto

Name:   Paul Marnoto
Title:   Attorney-in-Fact
Beckham Parent, L.P.
By: BT Parent GP, LLC
Its: General Partner

/s/ Paul Marnoto

Name:   Paul Marnoto
Title:   Attorney-in-Fact