Sec Form 4 Filing - CARLIN GREGORY A @ Rush Street Interactive, Inc. - 2021-12-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
CARLIN GREGORY A
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)
12/10/2021
(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 12/10/2021 C 1,250,000 A 1,280,967 D
Class V Voting Stock 12/10/2021 D 1,250,000 D 16,373,639( 1 )( 2 ) D
Class V Voting Stock 16,509,006 I By Greg and Marcy Carlin Family Trust( 3 )
Class V Voting Stock 258,906 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. ( 5 ) 12/10/2021 C( 1 ) 1,250,000 ( 5 ) ( 5 ) Class A Common Stock 1,250,000 $ 0 16,373,639 D
Class A Common Units of Rush Street Interactive, L.P. ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 16,509,006 16,509,006 I By Greg and Marcy Carlin Family Trust( 3 )
Class A Common Units of Rush Street Interactive, L.P. ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 258,906 258,906 I By Rush Street Interactive GP, LLC( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CARLIN GREGORY A
C/O RUSH STREET INTERACTIVE, INC.
900 N. MICHIGAN AVENUE, SUITE 950
CHICAGO, IL60611
X X
Signatures
Gregory A. Carlin: /s/ Kyle Sauers as Attorney-in-fact 12/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 10, 2021, the reporting person exchanged, pursuant to the Amended and Restated Limited Partnership Agreement of Rush Street Interactive, LP ("RSI LP"), 1,250,000 Class A Common Units of RSI LP ("RSI Units") for 1,250,000 shares of Class A Common Stock of the Issuer, together with an equivalent number of Class V Voting Stock of the Issuer held by the reporting person being canceled.
( 2 )The 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.
( 3 )These securities are held directly by the Greg and Marcy Family Trust (the "Carlin Trust"). The reporting person is the trustee of the Carlin Trust and may be deemed to possess voting and investment control over the securities held by the Carlin Trust.
( 4 )These securities are held directly by Rush Street Interactive GP, LLC ("RSI GP"). The reporting person is a manager of and controls 19% of the voting units in RSI GP and may be deemed to be a beneficial owner of the securities held thereby. The reporting person disclaims beneficial ownership of the securities held by RSI GP except to the extent of his pecuniary interest therein.
( 5 )Pursuant to the Amended and Restated Limited Partnership Agreement of RSI LP, the 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.

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.