4//SEC Filing
SH Capital Partners, L.P. 4
Accession 0000950170-24-136876
CIK 0001596961other
Filed
Dec 15, 7:00 PM ET
Accepted
Dec 16, 9:30 PM ET
Size
15.7 KB
Accession
0000950170-24-136876
Insider Transaction Report
Form 4
RumbleOn, Inc.RMBL
SH Capital Partners, L.P.
10% Owner
Transactions
- Exercise/Conversion
Class B Common Stock
2024-12-12$4.18/sh+317,343$1,326,494→ 6,726,482 total(indirect: See Footnotes) - Exercise/Conversion
Subscription Rights (right to buy)
2024-12-12−6,409,139→ 0 total(indirect: See Footnotes)Exercise: $4.18From: 2024-11-26Exp: 2024-12-12→ Class B Common Stock (433,898 underlying)
Holdings
- 28,531
Class B Common Stock
Transactions
- Exercise/Conversion
Class B Common Stock
2024-12-12$4.18/sh+317,343$1,326,494→ 6,726,482 total(indirect: See Footnotes) - Exercise/Conversion
Subscription Rights (right to buy)
2024-12-12−6,409,139→ 0 total(indirect: See Footnotes)Exercise: $4.18From: 2024-11-26Exp: 2024-12-12→ Class B Common Stock (433,898 underlying)
Holdings
- 28,531
Class B Common Stock
Cohen Mark Alexander
DirectorOther
Transactions
- Exercise/Conversion
Subscription Rights (right to buy)
2024-12-12−6,409,139→ 0 total(indirect: See Footnotes)Exercise: $4.18From: 2024-11-26Exp: 2024-12-12→ Class B Common Stock (433,898 underlying) - Exercise/Conversion
Class B Common Stock
2024-12-12$4.18/sh+317,343$1,326,494→ 6,726,482 total(indirect: See Footnotes)
Holdings
- 28,531
Class B Common Stock
Footnotes (8)
- [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 (the "Rights Offering") pursuant to the exercise of its subscription rights. The shares of Class B Common Stock subscribed for by Partners are expected to be formally issued by the issuer on or about December 17, 2024. The results of the issuer's Rights Offering are preliminary and subject to change pending finalization of subscription procedures by the subscription agent.
- [F2]Partners exercised only a portion of its subscription rights under the Rights Offering because Stone House Capital Management, LLC ("Stone House") has agreed to purchase all of the remaining shares of Class B Common Stock of the issuer that are unsubscribed as of the expiration of the Rights Offering, including any shares of Class B Common Stock left unsubscribed by third parties, pursuant to a backstop private placement of the issuer.
- [F3]The effective purchase price of the shares of Class B Common Stock of the issuer underlying the subscription rights issued in connection with the Rights Offering was $4.18 per share.
- [F4]The issuer issued one subscription right for each share of Class B Common Stock owned by Partners as of the close of business on November 25, 2024, the record date of the Rights Offering. Each subscription right issued to Partners is exercisable for 0.0677 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.
- [F5]This statement is jointly filed by and on behalf of each of 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.
- [F6]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.
- [F7]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.
- [F8]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.
Documents
Issuer
RumbleOn, Inc.
CIK 0001596961
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001497279
Filing Metadata
- Form type
- 4
- Filed
- Dec 15, 7:00 PM ET
- Accepted
- Dec 16, 9:30 PM ET
- Size
- 15.7 KB