0000899243-21-001192.txt : 20210108 0000899243-21-001192.hdr.sgml : 20210108 20210108180915 ACCESSION NUMBER: 0000899243-21-001192 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201229 FILED AS OF DATE: 20210108 DATE AS OF CHANGE: 20210108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARLIN GREGORY A CENTRAL INDEX KEY: 0001083031 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39232 FILM NUMBER: 21518638 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREG & MARCY CARLIN FAMILY TRUST CENTRAL INDEX KEY: 0001839483 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39232 FILM NUMBER: 21518639 BUSINESS ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE, SUITE 1600 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: (312) 915 1086 MAIL ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE, SUITE 1600 CITY: CHICAGO STATE: IL ZIP: 60611 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rush Street Interactive, Inc. CENTRAL INDEX KEY: 0001793659 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE, SUITE 950 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-915-2815 MAIL ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE, SUITE 950 CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: dMY Technology Group, Inc. DATE OF NAME CHANGE: 20191108 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-12-29 0 0001793659 Rush Street Interactive, Inc. RSI 0001083031 CARLIN GREGORY A C/O RUSH STREET INTERACTIVE, INC. 900 N. MICHIGAN AVENUE, SUITE 950 CHICAGO IL 60611 1 1 1 0 Chief Executive Officer 0001839483 GREG & MARCY CARLIN FAMILY TRUST C/O RUSH STREET INTERACTIVE, INC. 900 N. MICHIGAN AVENUE, SUITE 950 CHICAGO IL 60611 1 0 1 0 Class V Voting Stock 17623639 D Class V Voting Stock 16509006 I By Greg and Marcy Carlin Family Trust Class V Voting Stock 258906 I By Rush Street Interactive GP, LLC Class A Common Units of Rush Street Interactive, L.P. Class A Common Stock 17623639 D Class A Common Units of Rush Street Interactive, L.P. Class A Common Stock 16509006 I By Greg and Marcy Carlin Family Trust Class A Common Units of Rush Street Interactive, L.P. Class A Common Stock 258906 I By Rush Street Interactive GP, LLC These 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. 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. Pursuant to the Amended and Restated Limited Partnership Agreement of Rush Street Interactive, L.P. ("RSI LP"), beginning on June 29, 2021, the Class A Common Units of RSI LP ("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. These securities were issued to the reporting person in connection with the transactions contemplated by the Amended and Restated Business Combination Agreement, dated October 9, 2020 and as further amended on December 4, 2020 (the "BCA"), by and among Rush Street Interactive, Inc. (f/k/a DMY Technology Group, Inc.), RSI LP and the other parties thereto, pursuant to which, among other things, the reporting person will retain a direct beneficial ownership interest in 17,623,639 Class A Common Units of RSI LP, of which 1,652,216 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA. These securities were issued to the reporting person in connection with the transactions contemplated by the BCA, pursuant to which, among other things, the reporting person will retain an indirect beneficial ownership interest in 16,509,006 Class A Common Units of RSI, of which 1,547,719 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA. These securities were issued to the reporting person in connection with the transactions contemplated by the BCA, pursuant to which, among other things, the reporting person will retain an indirect beneficial ownership interest in 258,906 Class A Common Units of RSI, of which 24,273 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA. 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. Exhibit List: Exhibit 24 - Power of Attorney Gregory A. Carlin: /s/ Kyle Sauers as Attorney-in-fact 2021-01-08 Greg and Marcy Carlin Family Trust: /s/ Kyle Sauers as Attorney-in-fact 2021-01-08 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24

                               POWER OF ATTORNEY

                                January 8, 2021

        The undersigned constitutes and appoints Richard Schwartz, Kyle Sauers
and Luis Pinedo, or any of them acting singly, as the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, to sign any and all SEC statements of beneficial ownership of securities
of Rush Street Interactive, Inc. (the "Company") on Schedule 13D as required
under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the
Securities Exchange Act of 1934, as amended, and any amendments thereto, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the SEC, the Company and any stock exchange on which any of the
Company's securities are listed, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each act
and thing requisite and necessary to be done under said Section 13 and Section
16 (a), as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each of them, may lawfully do or cause to be done by virtue
hereof.

        A copy of this power of attorney shall be filed with the SEC. The
authorization set forth above shall continue in full force and effect until the
undersigned revokes such authorization by written instructions to the attorneys-
in-fact.

        The authority granted hereby shall in no event be deemed to impose or
create any duty on behalf of the attorneys-in-fact with respect to the
undersigned's obligations to file Schedule 13Ds and Forms 3, 4 and 5 with the
SEC.

                                 *  *  *  *  *

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                        Gregory Carlin


                                        By: /s/ Gregory Carlin
                                            ------------------------------------
                                        Name: Gregory Carlin


                                        Greg and Marcy Carlin Family Trust


                                        By: /s/ Gregory Carlin
                                            ------------------------------------
                                        Name: Gregory Carlin
                                        Title: Trustee

                                        Rush Street Interactive GP, LLC


                                        By: /s/ Gregory Carlin
                                            ------------------------------------
                                        Name: Gregory Carlin
                                        Title: Chief Executive Officer