Sec Form 3 Filing - BLUHM NEIL @ Rush Street Interactive, Inc. - 2020-12-29

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BLUHM NEIL
2. Issuer Name and Ticker or Trading Symbol
Rush Street Interactive, Inc. [ RSI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RUSH STREET INTERACTIVE, INC., 900 N. MICHIGAN AVENUE, SUITE 950
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2020
(Street)
CHICAGO, IL60611
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class V Voting Stock 107,521,780 ( 1 ) I By NGB 2013 Grandchildren's Dynasty Trust ( 2 )
Class V Voting Stock 1,527,334 ( 1 ) D ( 8 )
Class V Voting Stock 1,362,663 ( 1 ) I By Rush Street Interactive GP, LLC ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Units of Rush Street Interactive, L.P. ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 107,521,780 ( 5 ) I By NGB 2013 Grandchildren's Dynasty Trust ( 2 )
Class A Common Units of Rush Street Interactive, L.P. ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 1,527,334 ( 6 ) D
Class A Common Units of Rush Street Interactive, L.P. ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 1,362,663 ( 7 ) I By Rush Street Interactive GP, LLC ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BLUHM NEIL
C/O RUSH STREET INTERACTIVE, INC.
900 N. MICHIGAN AVENUE, SUITE 950
CHICAGO, IL60611
X X
NGB 2016 REVOCABLE TRUST
C/O RUSH STREET INTERACTIVE, INC.
900 N. MICHIGAN AVENUE, SUITE 950
CHICAGO, IL60611
X X
NGB 2013 GRANDCHILDREN'S DYNASTY TRUST
C/O RUSH STREET INTERACTIVE, INC.
900 N. MICHIGAN AVENUE, SUITE 950
CHICAGO, IL60611
X X
RUSH STREET INTERACTIVE GP, LLC
C/O RUSH STREET INTERACTIVE, INC.
900 N. MICHIGAN AVENUE, SUITE 950
CHICAGO, IL60611
X X
Signatures
Neil Bluhm: /s/ Kyle Sauers as Attorney-in-fact 01/08/2021
Signature of Reporting Person Date
NGB 2016 Revocable Trust: /s/ Kyle Sauers as Attorney-in-fact 01/08/2021
Signature of Reporting Person Date
NGB 2013 Grandchildren's Dynasty Trust: /s/ Kyle Sauers as Attorney-in-fact 01/08/2021
Signature of Reporting Person Date
Rush Street Interactive GP, LLC: /s/ Kyle Sauers as Attorney-in-fact 01/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These 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.
( 2 )These securities are held by NGB 2013 Grandchildren's Dynasty Trust (the "NGB Dynasty Trust"). The reporting person is the grantor and trustee of NGB Dynasty Trust and exercises sole voting and investment control over the securities held thereby. Mr. Bluhm may be deemed to be the beneficial owner of securities held by the NGB Dynasty Trust to the extent that he or his immediate family members are beneficiaries of such trust.
( 3 )These securities are held by Rush Street Interactive GP, LLC (the "RSI GP"). The reporting person is a manager of RSI GP and exercises sole voting and investment control over, and may be deemed to have an indirect beneficial ownership with respect to, the securities held thereby.
( 4 )Pursuant to the Amended and Restated Limited Partnership Agreement of Rush Street Interactive, L.P. ("RSI LP"), beginning on June 29, 2021, the Class A Common Units of RSI LP ("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.
( 5 )These securities were issued to the reporting person in connection with the transactions contemplated by the Amended and Restated Business Combination Agreement, dated October 9, 2020 and as further amended on December 4, 2020 (the "BCA"), by and among Rush Street Interactive, Inc. (f/k/a DMY Technology Group, Inc.), RSI LP and the other parties thereto, pursuant to which, among other things, the reporting person will retain a direct beneficial ownership interest in 107,521,780 Class A Common Units of RSI LP, of which 10,080,166 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA.
( 6 )These securities were issued to the reporting person in connection with the transactions contemplated by the BCA, pursuant to which, among other things, the reporting person will retain a beneficial ownership interest in 1,527,334 Class A Common Units of RSI, of which 143,188 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA.
( 7 )These securities were issued to the reporting person in connection with the transactions contemplated by the BCA, pursuant to which, among other things, the reporting person will retain an indirect beneficial ownership interest in 1,362,663 Class A Common Units of RSI, of which 127,750 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA.
( 8 )As of the date of filing this Form 3, these securities are held by the NGB 2016 Revocable Trust (the "NGB Revocable Trust"). The reporting person is the grantor, sole trustee and sole beneficiary of the NGB Revocable Trust.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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