SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Rush Street Interactive, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

233253 103

(CUSIP Number)

Gregory A. Carlin

c/o Neal Gerber & Eisenberg, LLP

2 N. LaSalle Street

Suite 1700

Chicago, IL 60602

(312) 269-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

March 2, 2023

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 233253 103 Schedule 13D Page 2 of 6

1	NAMES OF REPORTING PERSONS Gregory A. Carlin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x           (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 15,428,041 (1)
	8	SHARED VOTING POWER 258,906 (2)
	9	SOLE DISPOSITIVE POWER 15,428,041 (1)
	10	SHARED DISPOSITIVE POWER 258,906 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,686,947
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.10% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)	Represents (i) 1,354,402 shares of Class A Common Stock and 14,073,639 shares of Class V Common Stock held of record by Mr. Carlin; and (ii) 575,090 shares of Class A Common Stock and 4,959,006 shares of Class V Common Stock held of record by the Greg and Marcy Carlin Family Trust for which Mr. Carlin, as a trustee of the Greg and Marcy Carlin Family Trust, may be deemed to be a beneficial owner. On March 2, 2023, Mr. Carlin resigned as trustee of the Carlin G3 Trust and three new trustees were appointed, none of whom is deemed to beneficially own any of the securities held by the Carlin G3 Trust.  Because Mr. Carlin no longer has voting or dispositive power with respect to the  shares of Class V Common Stock held of record by the Carlin G3 Trust, he is therefore no longer deemed to have beneficial ownership of the securities held by the Carlin G3 Trust. Therefore, the Carlin G3 Trust is no longer included as a reporting person in this Schedule 13D.
(2)	Represents 258,906 shares of Class V Common Stock held of record by Rush Street Interactive GP, LLC (“RSI GP”), for which Mr. Carlin may be deemed to be a beneficial owner.
(3)	Based on information provided by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 2, 2022, the Issuer reported 65,114,375 shares of Class A Common Stock and 155,955,584 shares of Class V Common Stock outstanding on March 1, 2023. The Class V Common Stock (together with an equal number of corresponding RSI Units) are convertible into an equivalent number of shares of Class A Common Stock, and, prior to such exchange, the Class V Common Stock votes together with the Class A Common Stock on all matters and accordingly provides as-converted voting rights to holders of RSI Units. In accordance with the SEC’s rules for calculating “beneficial ownership,” which requires the Reporting Person to assume conversion of all of such person’s shares of Class V Common Stock and RSI Units (and disregard Class V Common Stock held by other persons, notwithstanding their current voting rights), the Reporting Person would be deemed to beneficially own approximately 24.09% of the outstanding shares of Class A Common Stock, provided that, 7.10% would nevertheless represent the Reporting Person’s actual economic and voting interest in the Issuer.

CUSIP No. 233253 103 Schedule 13D Page 3 of 6

1	NAMES OF REPORTING PERSONS Greg and Marcy Carlin Family Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x           (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 5,534,096 (1)
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 5,534,096 (1)
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,534,096 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.51% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

Mr. Carlin, as a trustee of the Greg and Marcy Carlin Family Trust, may be deemed to be the beneficial owner of securities held by the Greg and Marcy Carlin Family Trust.

(2)

Based on information provided by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 2, 2023, the Issuer reported 65,114,375 shares of Class A Common Stock and 155,955,584 shares of Class V Common Stock outstanding on March 1, 2023. The Class V Common Stock (together with an equal number of corresponding RSI Units) are convertible into an equivalent number of shares of Class A Common Stock, and, prior to such exchange, the Class V Common Stock votes together with the Class A Common Stock on all matters and accordingly provides as-converted voting rights to holders of RSI Units. In accordance with the SEC’s rules for calculating “beneficial ownership,” which requires the Reporting Person to assume conversion of all of such person’s shares of Class V Common Stock and RSI Units (and disregard Class V Common Stock held by other persons, notwithstanding their current voting rights), the Reporting Person would be deemed to beneficially own approximately 8.50% of the outstanding shares of Class A Common Stock, provided that, 2.50% would nevertheless represent the Reporting Person’s actual economic and voting interest in the Issuer.

CUSIP No. 233253 103 Schedule 13D Page 4 of 6

EXPLANATORY NOTE

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relates to the Class A Common Stock of Rush Street Interactive, Inc. (the “Issuer”). This Amendment No. 3 amends and supplements, as set forth below, the Schedule 13D filed with the SEC by certain of the Reporting Persons with respect to the Issuer on January 8, 2021; the Amendment No. 1 to Schedule 13D filed on December 30, 2021; and Amendment No. 2 to Schedule 13D filed on August 3, 2022 (collectively, this “Schedule 13D”). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in this Schedule 13D. This Schedule 13D is amended and supplemented by adding the information contained herein, and only those items amended are reported herein. The Reporting Persons are filing this Amendment No. 3 to report (i) certain sales transactions by the Reporting Persons, (ii) the change in beneficial ownership associated with Mr. Carlin’s resignation as trustee of the Carlin G3 Trust and the appointment of three new trustees, none of whom is deemed to beneficially own any of the securities held by the Carlin G3 Trust, and (iii) the termination of a voting agreement. Each capitalized term used but not defined herein has the meaning ascribed to such term in this Schedule 13D.

Item 2. Identity and Background

Item 2 of this Schedule 13D is hereby amended and supplemented as follows:

Effective as of March 2, 2023, that certain Voting Agreement, dated as of December 24, 2020 (the “Voting Agreement”) to which Mr. Carlin, the Greg and Marcy Carlin Family Trust and the Carlin G3 Trust were parties, was terminated by mutual agreement of all parties. Upon such termination, all obligations of Mr. Carlin, the Greg and Marcy Carlin Family Trust and the Carlin G3 Trust under the Voting Agreement were terminated and are no longer of any force or effect.

Due to Mr. Carlin’s resignation as trustee of Carlin G3 Trust effective March 3, 2023 and the appointment of three new trustees, Mr. Carlin is no longer deemed to have beneficial ownership of the securities held by the Carlin G3 Trust and the Carlin G3 Trust is no longer a Reporting Person to this Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5(a), (b) and (c) of the Original 13D are each hereby amended and restated in their entirety as follows:

(a) and (b) The percentage of beneficial ownership in this Schedule 13D is based on an aggregate of 65,114,375 shares of Class A Common Stock and 155,955,584 shares of Class V Common Stock reported by the Issuer as outstanding on March 1, 2023, based on information provided by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 2, 2023. Class A Common Stock and Class V Common Stock vote together on all matters as a single class, including on the election of directors to the Issuer’s board.

The aggregate number of shares of Class V Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

Mr. Carlin is the direct beneficial owner of 1,354,402 shares of Class A Common Stock and 14,073,639 shares of Class V Common Stock.

The Greg and Marcy Carlin Family Trust is the direct beneficial owner of 575,090 shares of Class A Common Stock and 4,959,006 shares of Class V Common Stock. Mr. Carlin is a trustee of the Greg and Marcy Carlin Family Trust.

CUSIP No. 233253 103 Schedule 13D Page 5 of 6

RSI GP is the direct beneficial owner of 1,362,663 shares of Class V Common Stock. Mr. Carlin is no longer a member of the board of managers of RSI GP. Mr. Carlin owns 19% of the units of RSI GP and may be deemed to possess indirect beneficial ownership of the shares of Class V Common Stock held by RSI GP. Mr. Carlin disclaims beneficial ownership of the securities held by RSI GP, except to the extent of his proportionate ownership and pecuniary interest in such securities. The share ownership reported for the Reporting Persons does not include any shares of Class V Common Stock owned by the Other Stockholders (other than shares held by RSI GP reflecting Mr. Carlin’s proportionate pecuniary interest and indirect beneficial ownership in such securities), and each of the Reporting Persons disclaims beneficial ownership of any shares of Class V Common Stock owned by the Other Stockholders (other than shares held by RSI GP reflecting Mr. Carlin’s proportionate pecuniary interest and indirect beneficial ownership in such securities).

(c) See Exhibit 14 for information on transactions by the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The parties to the Voting Agreement mutually agreed to (i) waive the requirement to provide 30-days’ prior written notice of termination and (ii) terminate the Voting Agreement and all obligations thereunder pursuant to a Termination Agreement, dated as March 2, 2023, a copy of which is attached hereto as Exhibit 15 hereto.

Item 7. Material to be Filed as Exhibits

Item 7 of the Original 13D is hereby amended and supplemented as follows:

Exhibit 14 Schedule of Transactions, in response to Item 5(c)

Exhibit 15 Termination Agreement, dated as of March 2, 2023, by and among Neil G. Bluhm, the NGB 2013 Grandchildren’s Dynasty Trust, Gregory A. Carlin, the Greg and Marcy Carlin Family Trust and the Carlin G3 Trust

CUSIP No. 233253 103 Schedule 13D Page 6 of 6

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 6, 2023

/s/ Gregory A. Carlin

Gregory A. Carlin

GREG AND MARCY CARLIN FAMILY TRUST

By:	/s/ Gregory A. Carlin
Name:	Gregory A. Carlin, Trustee

CARLIN G3 TRUST

By:	/s/ Daniel Amdur
Name:	Daniel Amdur, Trustee

EX-14

Exhibit 14

Schedule of Transactions

Name	Date	Nature of Transaction	Amount of Shares		Weighted Average Price per Share
Greg and Marcy Carlin Trust	August 3, 2022	Sale		24,910	$	6.201	(1)
Gregory A. Carlin	August 8, 2022	Sale		2,400	$	6.25	(2)
Gregory A. Carlin	August 11, 2022	Sale		150,000	$	6.14	(3)
Gregory A. Carlin	August 12, 2022	Sale		40,000	$	6.34	(4)
Gregory A. Carlin	August 15, 2022	Sale		13,959	$	6.29	(5)
Gregory A. Carlin	November 10, 2022	Sale		50,000	$	4.29	(6)
Gregory A. Carlin	November 14, 2022	Sale		16,343	$	4.12	(7)
Gregory A. Carlin	November 15, 2022	Sale		58,121	$	4.17	(8)
Gregory A. Carlin	November 16, 2022	Sale		23,096	$	4.00	(9)
Gregory A. Carlin	February 2, 2023	Sale		100,000	$	4.63	(10)
Gregory A. Carlin	February 3, 2023	Sale		90,000	$	4.60	(11)
Gregory A. Carlin	February 17, 2023	Sale		50,000	$	4.31	(12)

(1) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.20 to $6.215, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information about the number of shares sold at each separate price within the ranges set forth in the footnotes (1) through (12) herein.

(2) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.25 to $6.26, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information about the number of shares sold at each separate price within the ranges set forth in the footnotes (1) through (12) herein.

(3) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.98 to $6.22, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information about the number of shares sold at each separate price within the ranges set forth in the footnotes (1) through (12) herein.

(4) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.30 to $6.45, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information about the number of shares sold at each separate price within the ranges set forth in the footnotes (1) through (12) herein.

(5) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.29 to $6.305, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information about the number of shares sold at each separate price within the ranges set forth in the footnotes (1) through (12) herein.

(6) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.25 to $4.36, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information about the number of shares sold at each separate price within the ranges set forth in the footnotes (1) through (12) herein.

(7) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.10 to $4.16, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information about the number of shares sold at each separate price within the ranges set forth in the footnotes (1) through (12) herein.

(8) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.10 to $4.30, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information about the number of shares sold at each separate price within the ranges set forth in the footnotes (1) through (12) herein.

(9) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.95 to $4.08, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information about the number of shares sold at each separate price within the ranges set forth in the footnotes (1) through (12) herein.

(10) The price reported 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 the Issuer, any securityholder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information about the number of shares sold at each separate price within the ranges set forth in the footnotes (1) through (12) herein.

(11) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.54 to $4.70, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information about the number of shares sold at each separate price within the ranges set forth in the footnotes (1) through (12) herein.

(12) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.23 to $4.375, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information about the number of shares sold at each separate price within the ranges set forth in the footnotes (1) through (12) herein.

EX-15

Exhibit 15

AGREEMENT

This AGREEMENT (this “Agreement”) is made and entered into as of this 2nd day of March, 2023 by and among Neil G. Bluhm and the NGB 2013 Dynasty Trust (the “Bluhm Stockholders”), and Gregory A. Carlin, the Greg and Marcy Carlin Family Trust and the Carlin G3 Trust (the “Carlin Stockholders” and together with the Bluhm Stockholders, collectively the “Stockholders”).

RECITALS

WHEREAS, the Stockholders are party to that certain Voting Agreement, dated as of December 24, 2020 (the “Voting Agreement”), and reflecting a majority of the voting power of the voting securities of Rush Street Interactive, Inc. (“PubCo”) and enabling PubCo to qualify as a “controlled company” under applicable rules of the securities exchange on which PubCo’s equity securities are listed; and

WHEREAS, the Stockholders, constituting all of the parties to the Voting Agreement, desire to terminate the Voting Agreement and all obligations of the Stockholders thereunder.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Stockholders agree as follows:

1. Pursuant to Section 4.01 of the Voting Agreement, the Stockholders mutually agree that the Voting Agreement and the obligations of the Stockholders and their permitted assigns be and they are hereby terminated and of no further force and effect.

2. The Stockholders agree that the respective obligations to provide 30 days’ prior written notice of termination to the other parties pursuant to Section 4.01 of the Voting Agreement be, and they hereby are, waived.

3. The termination of the Voting Agreement, and the termination of all obligations thereunder, including without limitation and for the avoidance of doubt, the obligations under Section 1.01 – Agreement to Vote, Section 1.02 -- Notice of Transfers; Other Covenants and Section 2.01 -- Grant of Proxy, shall be effective as of the date of this Agreement.

4. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Delaware. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH SUCH PARTY’S LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES SUCH PARTY’S JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the parties submits to the exclusive jurisdiction of first, the Chancery Court of the State of Delaware or if such court declines jurisdiction, then to the Federal District Court for the District of Delaware, in any proceeding arising out of or relating to this Agreement, agrees that all claims in respect of any such proceeding shall be heard and determined in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other courts. Nothing in this Section 4, however, shall affect the right of any party to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

IN WITNESS WHEREOF, the Stockholders have executed this Agreement as of the date first above written.

NEIL G. BLUHM:
/s/ Neil G. Bluhm
Neil G. Bluhm
NGB 2013 DYNASTY TRUST:
By:	/s/ Neil G. Bluhm
Name: Neil G. Bluhm
Its: Trustee
Address:
900 N. Michigan Avenue
Suite 1600
Chicago, IL 60611

[SIGNATURE PAGE TO VOTING AGREEMENT]

2

GREGORY A. CARLIN:
/s/ Gregory A. Carlin
Gregory A. Carlin
GREG AND MARCY CARLIN FAMILY TRUST:
By:	/s/ Gregory A. Carlin
Name: Gregory A. Carlin
Its: Trustee
CARLIN G3 TRUST:
By:	/s/ Gregory A. Carlin
Name: Gregory A. Carlin
Its: Trustee
Address:
c/o Neal, Gerber & Eisenberg LLP
2 N. LaSalle Street, Suite 1700
Chicago, IL 60602

[SIGNATURE PAGE TO VOTING AGREEMENT]

3