Gregory A. Carlin - Dec 10, 2021 Form 4 Insider Report for Rush Street Interactive, Inc. (RSI)

Role: Director, 10%+ Owner
Signature: Gregory A. Carlin: /s/ Kyle Sauers as Attorney-in-fact
Stock symbol: RSI
Transactions as of: Dec 10, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/10/2021, 08:33 PM
Previous filing: Aug 13, 2021
Next filing: Mar 11, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RSI	Class A Common Stock	Conversion of derivative security		+1.25M	+4036.56%		1.28M	Dec 10, 2021	Direct	F1
transaction	RSI	Class V Voting Stock	Disposed to Issuer		-1.25M	-7.09%		16.4M	Dec 10, 2021	Direct	F1, F2
holding	RSI	Class V Voting Stock						16.5M	Dec 10, 2021	By Greg and Marcy Carlin Family Trust	F3
holding	RSI	Class V Voting Stock						259K	Dec 10, 2021	By Rush Street Interactive GP, LLC	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	RSI	Class A Common Units of Rush Street Interactive, L.P.	Conversion of derivative security	$0	-1.25M	-7.09%	$0.00	16.4M	Dec 10, 2021	Class A Common Stock	1.25M		Direct	F1, F5
holding	RSI	Class A Common Units of Rush Street Interactive, L.P.						16.5M	Dec 10, 2021	Class A Common Stock	16.5M		By Greg and Marcy Carlin Family Trust	F3, F5
holding	RSI	Class A Common Units of Rush Street Interactive, L.P.						259K	Dec 10, 2021	Class A Common Stock	259K		By Rush Street Interactive GP, LLC	F4, F5

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

Explanation of Responses:

Id	Content
F1	On December 10, 2021, the reporting person exchanged, pursuant to the Amended and Restated Limited Partnership Agreement of Rush Street Interactive, LP ("RSI LP"), 1,250,000 Class A Common Units of RSI LP ("RSI Units") for 1,250,000 shares of Class A Common Stock of the Issuer, together with an equivalent number of Class V Voting Stock of the Issuer held by the reporting person being canceled.
F2	The shares of Class V Voting Stock of the Issuer provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Voting Stock will be entitled to vote as a common stockholder of the Issuer, with the number of votes equal to the number of shares of Class V Voting Stock held at the time of such vote.
F3	These securities are held directly by the Greg and Marcy Family Trust (the "Carlin Trust"). The reporting person is the trustee of the Carlin Trust and may be deemed to possess voting and investment control over the securities held by the Carlin Trust.
F4	These securities are held directly by Rush Street Interactive GP, LLC ("RSI GP"). The reporting person is a manager of and controls 19% of the voting units in RSI GP and may be deemed to be a beneficial owner of the securities held thereby. The reporting person disclaims beneficial ownership of the securities held by RSI GP except to the extent of his pecuniary interest therein.
F5	Pursuant to the Amended and Restated Limited Partnership Agreement of RSI LP, the RSI Units beneficially owned by the reporting person may be exchanged, subject to certain conditions, for one share of Class A Common Stock of the Issuer. Upon such exchange, an equivalent number of shares of Class V Voting Stock then held by the reporting person will be canceled.