Sec Form 4 Filing - Dixon Denmar John @ RumbleON, Inc. - 2020-06-08

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
Dixon Denmar John
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) _____ Other (specify below)
(Last) (First) (Middle)
C/O RUMBLEON, INC., 901 W. WALNUT HILL LANE
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2020
(Street)
IRVING, TX75038
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 06/08/2020 M 1,750 ( 1 ) A 14,350 ( 1 ) ( 3 ) D
Class B Common Stock 62,642 ( 1 ) I see footnote ( 4 )
Class B Common Stock 75 ( 1 ) I see footnote ( 5 )
Class B Common Stock 638 ( 1 ) I see footnote ( 6 )
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
Restricted Stock Units ( 7 ) ( 8 ) 06/08/2020 M 1,750 ( 1 ) ( 9 ) ( 9 ) Class B Common Stock 1,750 ( 1 ) $ 0 0 D
Restricted Stock Units ( 7 ) ( 10 ) ( 11 ) ( 11 ) Class B Common Stock 3,400 ( 1 ) 3,400 ( 1 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dixon Denmar John
C/O RUMBLEON, INC.
901 W. WALNUT HILL LANE
IRVING, TX75038
X
Signatures
/s/ Denmar J. Dixon 06/10/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 20, 2020, RumbleOn, Inc. executed a one-for-twenty reverse stock split of its issued and outstanding Class A Common Stock and Class B Common Stock (the "Reverse Stock Split") resulting in the appropriate reduction in the reporting person's ownership of shares of Class B Common Stock and Restricted Stock Units. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the nearest whole share.
( 2 )Represents shares of RMBL Class B Common Stock received upon vesting of Restricted Stock Units ("RSUs"). These RSUs vested on June 3, 2020 and the shares of Class B Common Stock underlying the RSUs were delivered on June 8, 2020.
( 3 )Includes 2,641 shares held in a joint account with the Reporting Person's spouse.
( 4 )Represents shares owned through Blue Flame Capital, LLC, an entity controlled by the Reporting Person.
( 5 )Represents shares owned by the Reporting Person's son.
( 6 )Represents shares owned by the Reporting Person's spouse.
( 7 )Each RSU represents a contingent right to receive one share of RMBL Class B Common Stock.
( 8 )These RSUs were granted on June 3, 2019.
( 9 )The RSUs vest one year from the grant date, and are subject to prorata vesting if a director leaves the Board of Directors before the one year period.
( 10 )These RSUs were granted on June 25, 2018.
( 11 )The RSUs vest (1) 20% on the last day of the thirteenth month following the grant date, (2) 2.5% monthly on the last day of each month beginning on the last day of the fourteenth month following the grant date through the last of the twenty-fifth month following the grant date and (3) 4.17% monthly on the last day of each month beginning on the last day of the twenty-sixth month following the grant date through the last day of the thirty-seventh month following the grant date.

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