Sec Form 4 Filing - de Masi Niccolo @ Rush Street Interactive, Inc. - 2021-03-29

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person de Masi Niccolo 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O RUSH STREET INTERACTIVE, 900 N. MICHIGAN AVENUE, SUITE 950 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2021 (Street) CHICAGO, IL60611 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 A common stock 03/29/2021 M( 1 ) 3,337,500 A $ 11.5 3,337,500 I See Footnote ( 2 ) Class A common stock 03/29/2021 D( 1 ) 2,051,596 D $ 18.708 ( 6 ) 1,285,904 I See Footnote ( 2 ) Class A common stock 03/29/2021 S 70,000 D $ 15.5653 ( 3 ) 1,215,904 I See Footnote ( 2 ) Class A common stock 03/30/2021 S 552,500 D $ 15.0108 ( 4 ) 663,404 I See Footnote ( 2 )

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 (Ins tr. 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 Private Placement Warrants (right to buy) ( 1 ) ( 6 ) 03/29/2021 M 3,337,500 01/28/2021 12/29/2025 Class A Common Stock 3,337,500 $ 0 0 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other de Masi Niccolo C/O RUSH STREET INTERACTIVE 900 N. MICHIGAN AVENUE, SUITE 950 CHICAGO, IL60611 X Signatures /s/ Niccolo de Masi 03/31/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 29, 2021, Isalea Investments LP, exercised 3,337,500 warrants (the "Private Placement Warrants"), on a cashless basis pursuant to the Warrant Agreement, dated as of February 20, 2020, by and between the Issuer and Continental Stock Transfer & Trust Company (the "Warrant Agreement"), with each Private Placement Warrant exercisable for one share of Class A common stock per Private Placement Warrant at a price of $11.50 per share. The disposition of Common Stock in connection with the cashless exercise was exempted pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended, by resolution of the board of directors of the Issuer prior to the disposition. ( 2 )These shares are held directly by Isalea Investments LP, of which the Reporting Person is the Managing Member. The Reporting Person may be deemed to have beneficial ownership of the shares held directly by Isalea Investments LP. The Reporting Person disclaims beneficial ownership of such shares, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose. ( 3 )The Class A common stock was sold by Isalea Investments LP in open market transactions on the transaction date, with a weighted average price of $15.5653. The range of the sale price on the transaction date was $15.25 to $16.215 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. ( 4 )The Class A common stock was sold by Isalea Investments LP in open market transactions on the transaction date, with a volume weighted average price of $15.0108. The range of the sale price on the transaction date was $15.00 to $15.45 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. ( 5 )These Private Placement Warrants are held directly by Isalea Investments LP, of which the Reporting Person is the Managing Member. The Reporting Person may be deemed to have beneficial ownership of the Private Placement Warrants held directly by Isalea Investments LP. The Reporting Person disclaims beneficial ownership of such Private Placement Warrants, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the Private Placement Warrants for purposes of Section 16 or for any other purpose. ( 6 )The number of shares issuable upon a cashless exercise is determined, in accordance with Section 3.3.1(c) of the Warrant Agreement by dividing (x) the product of the number of shares of Class A common stock underlying the Private Placement Warrants multiplied by the difference between $11.50 and the Fair Market Value by (y) the Fair Market Value. For this purpose, the "Fair Market Value" is equal to the average closing price of the Issuer's Class A common stock for the ten (10) trading days ending on the third trading day prior to March 25, 2021. The Issuer has calculated the Fair Market Value to be $18.708.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.