Stone House Capital Management, LLC - Dec 5, 2023 Form 4 Insider Report for RumbleOn, Inc. (RMBL)

Role
Member of a 10% Group
Signature
STONE HOUSE CAPITAL MANAGEMENT, LLC By: /s/ Mark Cohen Title: Managing Member
Stock symbol
RMBL
Transactions as of
Dec 5, 2023
Transactions value $
$13,345,745
Form type
4
Date filed
12/7/2023, 09:50 PM
Previous filing
Jun 27, 2023
Next filing
Dec 12, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RMBL Class B Common Stock Options Exercise $13.3M +2.43M +107.84% $5.50 4.68M Dec 5, 2023 See Footnotes F1, F2, F4, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RMBL Subscription Rights (right to buy) Options Exercise $0 -2.25M -100% $0.00* 0 Dec 5, 2023 Class B Common Stock 2.43M $5.50 See Footnotes F1, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the number of shares of Class B Common Stock of the issuer that SH Capital Partners, L.P. ("Partners") purchased in the issuer's rights offering pursuant to the exercise of its subscription rights. The closing of the rights offering and the issuance of the Class B Common Stock of the issuer is expected to be on or about December 8, 2023.
F2 The effective purchase price of the shares of Class B Common Stock of the issuer underlying the subscription rights issued in connection with the issuer's rights offering was $5.50 per share.
F3 Each subscription right issued to Partners is exercisable for 1.078444 shares of the Class B Common Stock of the issuer. The number of shares of Class B Common Stock of the issuer reported in Column 7 is rounded down to the nearest whole number. The subscription rights are only exercisable for whole shares of Class B Common Stock of the issuer.
F4 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.
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 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.
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 Index Exhibit 99.1 - Joint Filer Information (filed herewith). Exhibit 99.2 - Joint Filing Agreement (filed herewith).