Michael W. Kennedy - Dec 13, 2023 Form 4 Insider Report for RumbleOn, Inc. (RMBL)

Role: Chief Executive Officer, Director
Signature: /s/Mathew W. Grynwald, Attorney-in-fact for Michael W. Kennedy
Stock symbol: RMBL
Transactions as of: Dec 13, 2023
Transactions value $: $0
Form type: 4
Date filed: 12/15/2023, 06:34 PM
Previous filing: Nov 13, 2023

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	Stock options (Right to purchase)	Award	$0	+825K		$0.00	825K	Dec 13, 2023	Class B Common Stock	825K	$5.85	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These options vest when the minimum closing price of RMBL common stock remains at or above the minimum closing price for at least 30 consecutive trading days ("Target"), subject to his continuous employment and the other terms of the grant. Vesting at each applicable Target is as follows: 125,000 at $12; 175,000 at $17; 200,000 at $22; 225,000 at $35; and 100,000 at $40. The award was granted outside of the Company's shareholder-approved stock incentive plan as an inducement to Mr. Kennedy's entry into employment and approved by the Compensation Committee of the Board of Directors, in accordance with Nasdaq Listing Rule 5635(c)(4). Pursuant to Mr. Kennedy's employment agreement, the award was granted after the conclusion of two trading days following the completion of the Company's Rights Offering, which closed on December 8, 2023, and the exercise price per share was determined as the price of RMBL at the conclusion of trading on the day before the grant.

Content

These options vest when the minimum closing price of RMBL common stock remains at or above the minimum closing price for at least 30 consecutive trading days ("Target"), subject to his continuous employment and the other terms of the grant. Vesting at each applicable Target is as follows: 125,000 at $12; 175,000 at $17; 200,000 at $22; 225,000 at $35; and 100,000 at $40. The award was granted outside of the Company's shareholder-approved stock incentive plan as an inducement to Mr. Kennedy's entry into employment and approved by the Compensation Committee of the Board of Directors, in accordance with Nasdaq Listing Rule 5635(c)(4). Pursuant to Mr. Kennedy's employment agreement, the award was granted after the conclusion of two trading days following the completion of the Company's Rights Offering, which closed on December 8, 2023, and the exercise price per share was determined as the price of RMBL at the conclusion of trading on the day before the grant.