Sec Form 4 Filing - Cohen Mark Alexander @ RumbleOn, Inc. - 2024-03-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Cohen Mark Alexander
2. Issuer Name and Ticker or Trading Symbol
RumbleOn, Inc. [ RMBL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of a 10% Group
(Last) (First) (Middle)
1019 KANE CONCOURSE, SUITE 202
3. Date of Earliest Transaction (MM/DD/YY)
03/25/2024
(Street)
BAY HARBOR ISLANDS, FL33154
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 B Common Stock 03/25/2024 A 12,225 ( 1 ) A 12,225 D ( 2 ) ( 4 ) ( 5 )
Class B Common Stock 6,398,144 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cohen Mark Alexander
1019 KANE CONCOURSE, SUITE 202
BAY HARBOR ISLANDS, FL33154
X Member of a 10% Group
SH Capital Partners, L.P.
1019 KANE CONCOURSE, SUITE 202
BAY HARBOR ISLANDS, FL33154
X
Stone House Capital Management, LLC
1019 KANE CONCOURSE, SUITE 202
BAY HARBOR ISLANDS, FL33154
Member of a 10% Group
Signatures
MARK COHEN, /s/ Mark Cohen 03/27/2024
Signature of Reporting Person Date
STONE HOUSE CAPITAL MANAGEMENT, LLC, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member 03/27/2024
Signature of Reporting Person Date
SH CAPITAL PARTNERS, L.P., By: Stone House Capital Management, LLC, Its: General Partner, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member 03/27/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 25, 2024, Mark Cohen received a grant of 12,225 restricted stock units ("RSUs") calculated based upon the share price at the conclusion of the second trading day following the issuer's release of earnings for Q2 2023. Each RSU represents a contingent right to receive one share of Class B Common Stock of the issuer. The RSUs will vest in equal installments on April 1, 2024 and July 1, 2024, which are the remaining vesting dates for the director grants, and are subject to pro rata vesting if Mr. Cohen leaves the board of directors of the issuer before the end of each quarterly vesting period. The RSUs are held in an account by Mr. Cohen for the benefit of SH Capital Partners, L.P. ("Partners") and upon each vesting date, the shares are intended to be transferred to Partners.
( 2 )This statement is jointly filed by and on behalf of each of Mr. Cohen, Partners and Stone House Capital Management, LLC ("Stone House").
( 3 )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.
( 4 )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.
( 5 )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.

Remarks:
Exhibit 99.1 - Joint Filer Information (filed herewith).Exhibit 99.2 - Joint Filing Agreement (filed herewith).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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