Brandon Alexandroff - 07 Feb 2025 Form 4 Insider Report for Rumble Inc. (RUM)

Role
Chief Financial Officer
Signature
/s/ Sergey Milyukov, as Attorney-in-Fact
Issuer symbol
RUM
Transactions as of
07 Feb 2025
Net transactions value
-$66,337,090
Form type
4
Filing time
11 Feb 2025, 21:43:23 UTC
Previous filing
19 Nov 2024
Next filing
07 Apr 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RUM Class A Common Stock, par value $0.0001 per share Conversion of derivative security $0 +2,043,839 $0.000000 2,043,839 07 Feb 2025 See footnote F1, F5
transaction RUM Class C Common Stock, par value $0.0001 per share Other $0 -2,043,839 -67% $0.000000 1,004,515 07 Feb 2025 See footnote F2, F3, F5
transaction RUM Class A Common Stock, par value $0.0001 per share Options Exercise $204,853 +6,828,420 +10635% $0.0300 6,892,630 07 Feb 2025 Direct
transaction RUM Class A Common Stock, par value $0.0001 per share Sale $15,328,792 -2,043,839 -100% $7.50 0 07 Feb 2025 See footnote F4, F5
transaction RUM Class A Common Stock, par value $0.0001 per share Sale $51,213,150 -6,828,420 -99% $7.50 64,210 07 Feb 2025 Direct F4

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 RUM Exchangeable Shares Conversion of derivative security $0 -2,043,839 -67% $0.000000 1,004,515 07 Feb 2025 Class A Common Stock, par value $0.0001 per share 2,043,839 $0.000000 See footnote F5, F6
transaction RUM Stock Option (Right to Buy) Options Exercise $0 -6,828,420 -46% $0.000000 8,120,045 07 Feb 2025 Class A Common Stock, par value $0.0001 per share 6,828,420 $0.0300 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the exchange (on a 1-for-1 basis) by the Reporting Person of Exchangeable Shares issued by 1000045728 Ontario Inc. ("ExchangeCo"), a corporation formed under the laws of the Province of Ontario, Canada, and an indirect subsidiary of the Issuer, for shares of Class A Common Stock of the Issuer ("Class A Common Stock").
F2 In connection with the exchange, an equivalent number of voting, non-economic shares of Class C Common Stock of the Issuer ("Class C Common Stock") held by the Reporting Person were cancelled by the Issuer.
F3 Represents 1,004,515 shares of Class C Common Stock that are subject to the vesting and forfeiture requirements specified in the Business Combination Agreement, dated as of December 1, 2021 (the "BCA"), by and between the Issuer (f/k/a CF Acquisition Corp. VI) and Rumble Canada Inc. (f/k/a Rumble Inc.) ("Rumble Canada").
F4 Represents the sale of shares of Class A Common Stock to the Issuer in the Issuer's self tender offer that closed on February 7, 2025.
F5 1000748375 Ontario Ltd. ("Ontario") is the record holder of the shares. Ontario is wholly owned by Brandon Alexandroff and therefore, Mr. Alexandroff has voting and dispositive power over such shares and may be deemed to beneficially own such shares.
F6 Consists of Exchangeable Shares issued by ExchangeCo. Represents 1,004,515 Exchangeable Shares that are subject to the vesting and forfeiture requirements specified in the BCA. Each Exchangeable Share is exchangeable at the election of the holder thereof for one share of Class A Common Stock. The Exchangeable Shares are currently exercisable and have no expiration date.
F7 Consists of Stock Options that the Reporting Person received in exchange for his outstanding options in Rumble Canada pursuant to the terms of the BCA. Includes 5,222,498 "earnout" Stock Options that are subject to the vesting and forfeiture requirements specified in the BCA.

Remarks:

The transactions contemplated by this Form 4 were approved by the Company's Board of Directors for purposes of the exemption under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.