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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SAFRA EDMOND
  2. Issuer Name and Ticker or Trading Symbol
Replay Acquisition Corp. [RPLA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Co-Chief Executive Officer
(Last)
(First)
(Middle)
C/O REPLAY ACQUISITION CORP., 767 FIFTH AVENUE, 46TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2019
(Street)

NEW YORK, NY 10153
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Ordinary Shares 04/08/2019   P   2,000,000 A (1) 2,000,000 I See footnote (2)
Ordinary Shares               7,097,500 I See footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Warrant $ 11.50 04/08/2019   P   1,000,000     (4)   (5) Ordinary Shares 1,000,000 (1) 1,000,000 I See footnote (2)
Warrant $ 11.50 04/08/2019   P   7,750,000     (4)   (5) Ordinary Shares 7,750,000 $ 1 7,750,000 I See footnote (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SAFRA EDMOND
C/O REPLAY ACQUISITION CORP.
767 FIFTH AVENUE, 46TH FLOOR
NEW YORK, NY 10153
    X   Co-Chief Executive Officer  

Signatures

 /s/ Alan I. Annex, Attorney-in-Fact   04/10/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with the Issuer's initial public offering, EMS Opportunity Ltd. ("EMS Opportunity") acquired, at a price of $10.00 per unit, 2,000,000 units for an aggregate purchase price of $20,000,000. Each unit consists of one ordinary share and one-half of one warrant.
(2) The securities are held directly by EMS Opportunity and indirectly by Edmond Safra as the sole shareholder of EMS Capital Holding Inc., which is the general partner of EMS Capital LP, the investment manager of EMS Opportunity. Mr. Safra disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(3) The securities are held directly by Replay Sponsor, LLC (the "Sponsor") and indirectly by Mr. Safra and Gregorio Werthein as managers of the Sponsor. Each of Messrs. Safra and Werthein disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(4) The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or April 8, 2020.
(5) The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.

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