Mark Cohen - Jul 17, 2024 Form 4 Insider Report for RumbleOn, Inc. (RMBL)

Signature
MARK COHEN, /s/ Mark Cohen
Stock symbol
RMBL
Transactions as of
Jul 17, 2024
Transactions value $
$0
Form type
4
Date filed
7/19/2024, 12:00 PM
Previous filing
Apr 16, 2024
Next filing
Aug 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RMBL Class B Common Stock Gift -4.88K -100% 0 Jul 17, 2024 Direct F1, F2, F3, F5, F6
transaction RMBL Class B Common Stock Gift +4.88K +0.08% 6.41M Jul 17, 2024 See Footnotes F1, F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As previously reported, on March 25, 2024, Mark Cohen received a grant of 12,225 restricted stock units ("RSUs") for his service on the board of directors of the issuer. On June 25, 2024, the grant was revised to 10,995 RSUs to reflect the time that Mr. Cohen became a director on the board of directors of the issuer. The previously reported total amount of the grant (12,225 RSUs) did not account for such proration. Mr. Cohen serves on the board of directors of the issuer in connection with SH Capital Partners, L.P.'s ("Partners'") investment in the issuer. On July 1, 2024, 4,882 of the RSUs vested (representing the full vesting of the revised grant of 10,995 RSUs) and were initially held in an account by Mr. Cohen for the benefit of Partners.
F2 (continued from footnote 1) On July 17, 2024, the shares were transferred to Partners for no consideration. The transfer represents a "bona fide gift" under Rule 16b-5 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Act"), and as such, the transaction is exempt for matching and short-swing liability purposes under Section 16(b) of the Act.
F3 This statement is jointly filed by and on behalf of each of Mr. Cohen, Partners and Stone House Capital Management, LLC ("Stone House").
F4 Partners is the record and direct beneficial owner of the securities. Stone House is the general partner and investment manager of, and may be deemed to beneficially own securities owned by, Partners. Mr. Cohen is the managing member of, and may be deemed to beneficially own securities owned by, Stone House.
F5 Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
F6 Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

Remarks:

Exhibit 99.1 - Joint Filer Information (filed herewith). Exhibit 99.2 - Joint Filing Agreement (filed herewith).