Sec Form 4 Filing - Dixon Denmar John @ RumbleON, Inc. - 2021-02-03

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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)
02/03/2021
(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 02/03/2021 M 8,153 A 31,930 ( 2 ) D
Class B Common Stock 62,642 I see footnote ( 3 )
Class B Common Stock 75 I see footnote ( 4 )
Class B Common Stock 638 I see footnote ( 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
Restricted Stock Units ( 6 ) ( 7 ) 02/03/2021 M 8,153 ( 8 ) ( 8 ) Class B Common Stock 8,153 $ 0 0 D
Restricted Stock Units ( 6 ) ( 9 ) ( 10 ) ( 10 ) Class B Common Stock 4,928 4,928 D
Restricted Stock Units ( 6 ) ( 11 ) ( 12 ) ( 12 ) Class B Common Stock 2,125 2,125 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 02/05/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of RumbleOn, Inc. ("RMBL") Class B Common Stock received upon vesting of Restricted Stock Units ("RSUs").
( 2 )Includes 2,641 shares held in a joint account with the Reporting Person's spouse.
( 3 )Represents shares owned through Blue Flame Capital, LLC, an entity controlled by the Reporting Person.
( 4 )Represents shares owned by the Reporting Person's son.
( 5 )Represents shares owned by the Reporting Person's spouse.
( 6 )Each RSU represents a contingent right to receive one share of RMBL Class B Common Stock.
( 7 )These RSUs were approved by the compensation committee (the "Compensation Committee") of the board of directors of RMBL on July 15, 2020, subject to shareholder approval of the amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan stock under which the RSUs were granted and ratification of this RSU award. RMBL shareholders approved the plan on August 25, 2020.
( 8 )These RSUs were scheduled to vest in four equal quarterly installments beginning September 30, 2020, and were subject to prorata vesting if a director leaves the Board of Directors before the end of each quarterly vesting period. The Compensation Committee approved the accelerated vesting of these RSUs, and these RSUs vested on February 3, 2021.
( 9 )These RSUs were granted on January 5, 2021.
( 10 )These RSUs vest in 12 equal monthly installments at the end of each month beginning January 31, 2021 and will be delivered on a quarterly basis beginning on March 31, 2021, and are subject to prorata vesting if a director leaves the Board of Directors before the end of each vesting period.
( 11 )These RSUs were granted on June 25, 2018.
( 12 )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 day 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.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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