SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CARLIN GREGORY A

(Last)

(First)

(Middle)

C/O NEAL GERBER & EISENBERG, LLP

2 N. LASALLE STREET, SUITE 1700

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rush Street Interactive, Inc. [ RSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/02/2023		S		100,000	D	$4.63⁽¹⁾	1,494,402	D
Class A Common Stock	02/03/2023		S		90,000	D	$4.6⁽²⁾	1,404,402	D
Class A Common Stock								575,090	I	By Greg and Marcy Carlin Trust⁽³⁾
Class V Common Stock	01/01/2022		G	V	7,500,000	D	$0	8,259,006	I	By Greg and Marcy Carlin Trust
Class V Common Stock	11/21/2022		G	V	3,000,000	D	$0	5,259,006	I	By Greg and Marcy Carlin Trust
Class V Common Stock								10,500,000⁽⁴⁾	I	By Carlin G3 Trust
Class V Common Stock	12/08/2022		G	V	300,000	D	$0	4,959,006	I	By Greg and Marcy Carlin Trust⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.60 to $4.765, inclusive. The reporting person undertakes to provide to Rush Street Interactive, Inc. (the "Company"), any security holder of the Company or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.

2. This is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.54 to $4.70, inclusive.

3. These securities are held directly by the Greg and Marcy Carlin Family Trust. The Reporting Person is the trustee of this trust and may be deemed to possess voting and investment control over the securities held by such trusts.

4. The Greg and Marcy Carlin Family Trust transferred (i) 7,500,000 shares of Class V Common Stock of the Issuer on January 1, 2022 and (ii) 3,000,000 shares of Class V Common Stock of the Issuer on November 21, 2022 to a family trust of which the Reporting Person is a trustee. The Reporting Person's immediate family members are the beneficiaries of such trust.

5. These securities are held directly by the Greg and Marcy Carlin Family Trust. The Reporting Person is the trustee of this trust and may be deemed to possess voting and investment control over the securities held by such trusts.

	/s/ Gregory A. Carlin	02/06/2023
	** Signature of Reporting Person	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).
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