Mark Cohen - Dec 19, 2024 Form 4 Insider Report for RumbleOn, Inc. (RMBL)

Signature
MARK COHEN, /s/ Mark Cohen
Stock symbol
RMBL
Transactions as of
Dec 19, 2024
Transactions value $
$1,460,212
Form type
4
Date filed
12/23/2024, 06:00 PM
Previous filing
Dec 16, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RMBL Class B Common Stock Purchase $1.46M +349K +5.19% $4.18 7.08M Dec 19, 2024 See Footnotes F1, F2, F3, F4, F5
holding RMBL Class B Common Stock 28.5K Dec 19, 2024 Direct F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 SH Capital Partners, L.P. ("Partners") purchased 349,333 shares of Class B Common Stock of the issuer pursuant to a backstop private placement of the issuer, whereby Partners, as previously agreed to, purchased the shares of Class B Common Stock of the issuer that remained unsubscribed following the expiration of the issuer's rights offering.
F2 Partners purchased the shares of Class B Common Stock of the issuer at an exercise price of $4.18 per share.
F3 This statement is jointly filed by and on behalf of each of Stone House Capital Management, LLC ("Stone House"), Partners and Mark Cohen. Partners is the record and direct beneficial owner of the securities covered by this statement. 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.
F4 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 Securities Exchange Act of 1934, as amended (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.
F5 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.
F6 Represents 28,531 restricted stock units ("RSUs") awarded to Mark Cohen on August 9, 2024, which have not yet vested. The RSUs are currently held in an account by Mr. Cohen for the benefit of Partners and upon the applicable vesting date, the shares of Class B Common Stock are intended to be transferred to Partners.

Remarks:

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