4//SEC Filing
SH Capital Partners, L.P. 4
Accession 0000950170-25-083275
CIK 0001596961other
Filed
Jun 5, 8:00 PM ET
Accepted
Jun 6, 5:30 PM ET
Size
45.7 KB
Accession
0000950170-25-083275
Insider Transaction Report
Form 4
RumbleOn, Inc.RMBL
Cohen Mark Alexander
DirectorOther
Transactions
- Gift
Class B Common Stock
2025-06-06+28,531→ 7,104,346 total(indirect: See Footnotes) - Award
Class B Common Stock
2025-06-04+61,728→ 90,259 total - Gift
Class B Common Stock
2025-06-06−28,531→ 61,728 total
SH Capital Partners, L.P.
10% Owner
Transactions
- Gift
Class B Common Stock
2025-06-06+28,531→ 7,104,346 total(indirect: See Footnotes) - Gift
Class B Common Stock
2025-06-06−28,531→ 61,728 total - Award
Class B Common Stock
2025-06-04+61,728→ 90,259 total
Transactions
- Award
Class B Common Stock
2025-06-04+61,728→ 90,259 total - Gift
Class B Common Stock
2025-06-06−28,531→ 61,728 total - Gift
Class B Common Stock
2025-06-06+28,531→ 7,104,346 total(indirect: See Footnotes)
Footnotes (6)
- [F1]On June 4, 2025, Mark Cohen received a grant of 61,728 restricted stock units (the " June 2025 RSUs") calculated based on the share price at the close of trading on June 4, 2025. Each June 2025 RSU represents a contingent right to receive one share of RMBL Class B Common Stock. The June 2025 RSUs will vest on June 4, 2026, and are subject to pro rata vesting if Mr. Cohen leaves the board of directors before that date. The June 2025 RSUs are held in an account by Mr. Cohen for the benefit of SH Capital Partners, L.P. ("Partners") and upon the applicable vesting date, the shares are intended to be transferred to Partners.
- [F2]As previously reported, on August 9, 2024, Mark Cohen received a grant of 28,531 restricted stock units (the "August 2024 RSUs") for his service on the board of directors of the issuer. Mr. Cohen serves on the board of directors of the issuer in connection with Partners' investment in the issuer. On June 4, 2025, 28,531 of the August 2024 RSUs vested and were initially held in an account by Mr. Cohen for the benefit of Partners. On June 6, 2025, the shares were transferred to Partners for no consideration. The transfer represents a "bona fide gift" under Rule 16b-5 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Act"), and as such, the transaction is exempt for matching and short-swing liability purposes under Section 16(b) of the Act.
- [F3]This statement is jointly filed by and on behalf of each of Mr. Cohen, Partners and Stone House Capital Management, LLC ("Stone House").
- [F4]Partners is the record and direct beneficial owner of the securities. 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 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.
Documents
Issuer
RumbleOn, Inc.
CIK 0001596961
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001497279
Filing Metadata
- Form type
- 4
- Filed
- Jun 5, 8:00 PM ET
- Accepted
- Jun 6, 5:30 PM ET
- Size
- 45.7 KB