SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Rush Street Interactive, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

233253 103

(CUSIP Number)

Neil G. Bluhm

Richard Schwartz

900 N. Michigan Avenue

Suite 1600

Chicago, IL 60611

(312) 915-1086

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

March 2, 2023

(Date of Event Which Requires Filing of this Statement)

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

1	NAMES OF REPORTING PERSONS   Neil G. Bluhm
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   110,316,255 (1)
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   110,316,255 (1)
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   110,316,255 (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)   70.7% of Class V Common Stock; less than 1% of Class A Common Stock (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

(1)

Represents (i) 1,527,334 shares of Class V Common Stock held of record by the NGB 2016 Revocable Trust, for which Mr. Bluhm is the beneficial owner, (ii) 107,411,780 shares of Class V Common Stock held of record by the NGB 2013 Grandchildren’s Dynasty Trust, for which Mr. Bluhm may be deemed to be a beneficial owner, (iii) 1,362,663 shares of Class V Common Stock held of record by Rush Street Interactive GP, LLC, for which Mr. Bluhm may be deemed to be a beneficial owner, and (iv) (a) 3,247 restricted stock units that will vest within 60 days and 8,997 stock options that have vested or will vest and be exercisable within 60 days, held of record by Mr. Bluhm, and (b) 2,234 shares of Class A Common Stock held of record by the NGB 2016 Revocable Trust.

(2)

Based on the Form 10-K filed for the fiscal year ended December 31, 2022, as of March 1, 2023 there were 65,114,375 shares of Class A Common Stock and 155,955,584 shares of Class V Common Stock of the Issuer outstanding.

CUSIP No. 233253 103

1	NAMES OF REPORTING PERSONS   NGB 2016 Revocable 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   1,529,568 (1)
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   1,529,568 (1)
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,529,568(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)   1.0% of Class V Common Stock; less than 1% of Class A Common Stock (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

(1)	Represents (i) 1,527,334 shares of Class V Common Stock held of record by the NGB 2016 Revocable Trust, and (ii) 2,234 shares of Class A Common Stock held of record by the NGB 2016 Revocable Trust. Mr. Bluhm is the sole trustee of the NGB 2016 Revocable Trust and the beneficial owner of shares held by the Trust.
(2)	Based on the Form 10-K filed for the fiscal year ended December 31, 2022, as of March 1, 2023 there were 65,114,375 shares of Class A Common Stock and 155,955,584 shares of Class V Common Stock of the Issuer outstanding.

CUSIP No. 233253 103

1	NAMES OF REPORTING PERSONS   NGB 2013 Grandchildren’s Dynasty 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   107,411,780 (1)
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   107,411,780 (1)
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   107,411,780(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)   68.9% of Class V Common Stock (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

(1)	Mr. Bluhm may be deemed to be a beneficial owner of the shares held by the NGB 2013 Grandchildren’s Dynasty Trust. Mr. Bluhm is a trustee of the Trust.
(2)	Based on the Form 10-K filed for the fiscal year ended December 31, 2022, as of March 1, 2023 there were 65,114,375 shares of Class A Common Stock and 155,955,584 shares of Class V Common Stock of the Issuer outstanding.

CUSIP No. 233253 103

1	NAMES OF REPORTING PERSONS   Rush Street Interactive GP, LLC
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   1,362,663 (1)
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   1,362,663 (1)
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,362,663(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)   Less than 1% of Class V Common Stock (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

(1)	Mr. Bluhm may be deemed to be a beneficial owner of the shares held by Rush Street Interactive GP, LLC. Mr. Bluhm is a manager of and controls 81% of the voting units in Rush Street Interactive GP, LLC.
(2)	Based on the Form 10-K filed for the fiscal year ended December 31, 2022, as of March 1, 2023 there were 65,114,375 shares of Class A Common Stock and 155,955,584 shares of Class V Common Stock of the Issuer outstanding.

CUSIP No. 233253 103

1	NAMES OF REPORTING PERSONS   Richard Schwartz
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   8,804,432 (1)
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   8,804,432 (1)
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,804,432 (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)   5.3% of Class V Common Stock; less than 1% of Class A Common Stock (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

(1)	Represents (i) 8,269,950 shares of Class V Common Stock held of record, (ii) 507,711 restricted stock units that will vest within 60 days, (iii) 21,368 stock options that have vested or will vest and be exercisable within 60 days, and (iv) 5,403 shares of Class A Common Stock.
(2)	Based on the Form 10-K filed for the fiscal year ended December 31, 2022, as of March 1, 2023 there were 65,114,375 shares of Class A Common Stock and 155,955,584 shares of Class V Common Stock of the Issuer outstanding.

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (“Amendment”) relates to the Class V Common Stock and Class A Common Stock of Rush Street Interactive, Inc. (the “Issuer”). This Amendment No. 1 amends and supplements, as set forth below, the Schedule 13D filed by certain of the Reporting Persons with respect to the Issuer on January 8, 2021 (collectively, the “Schedule 13D”) and adds Mr. Richard Schwartz as a Reporting Person. All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. The Schedule 13D is amended and supplemented by adding the information contained herein, and only those items amended are reported herein. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.

Item 1. Security and Issuer

This Amendment relates to the Class V Common Stock, par value $0.0001 per share (“Class V Common Stock”) and Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of Rush Street Interactive, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 900 N. Michigan Ave, Suite 950, Chicago, IL 60611.

Item 2. Identity and Background

(a) This Amendment is filed on behalf of (i) Neil G. Bluhm, (ii) the NGB 2016 Revocable Trust (the “Revocable Trust”), (iii) the NGB 2013 Grandchildren’s Dynasty Trust (the “Dynasty Trust”), (iv) Rush Street Interactive GP, LLC (“Rush Street Interactive GP”), and Richard Schwartz. Each of the foregoing is referred to as a “Reporting Person” in this Amendment.

On March 2, 2023, Neil Bluhm, the Executive Chairman of the Issuer, and Gregory A Carlin, a significant stockholder and former CEO and vice chairman of the Issuer, and the other parties to that certain Voting Agreement dated as of December 24, 2020 (the “Bluhm Carlin Voting Agreement”), mutually agreed to terminate the Bluhm Carlin Voting Agreement with immediate effect. Simultaneous with that termination, on March 2, 2023, Mr. Bluhm, the Dynasty Trust and Richard Schwartz, the Chief Executive Officer of the Issuer, entered into a Voting Agreement substantially identical to the Bluhm Carlin Voting Agreement, pursuant to which they agreed to vote together on certain matters presented to the Issuer’s stockholders for so long as the agreement is in effect (the “Bluhm Schwartz Voting Agreement”). As a result of the Bluhm Schwartz Voting Agreement, the Issuer will remain a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange, which status permits the Issuer to elect not to comply with certain corporate governance requirements as further described in the Issuer’s filings. As a result of the Bluhm Schwartz Voting Agreement among Messrs. Bluhm and Schwartz and the Dynasty Trust, such Reporting Persons may be deemed to constitute a “group”, as defined in Rule 13d-5 of the Exchange Act.

Each of the Reporting Persons disclaims beneficial ownership of any shares of Class V Common Stock or Class A Common Stock owned by the other Reporting Persons (other than shares held by Rush Street Interactive GP).

Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning it contained herein but is not responsible for the completeness and accuracy of the information concerning the other Reporting Persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

The description of the Bluhm Schwartz Voting Agreement contained in this Item 2 is not intended to be complete and is qualified in its entirety by reference to such agreement, which is filed as an exhibit hereto and incorporated by reference herein.

(b) The address of the principal business and principal office of each of each of the Reporting Persons is 900 N. Michigan Ave, Suite 1600, Chicago, IL 60611.

(c) Neil Bluhm is the Executive Chairman of the Issuer. Richard Schwartz is the Chief Executive Officer of the Issuer. The other Reporting Persons are primarily involved only in investment activities, and the address of each Reporting Person is set forth in (b) above.

(d) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Bluhm and Mr. Schwartz are citizens of the United States. The Revocable Trust and the Dynasty Trust are Illinois trusts. Rush Street Interactive GP is a Delaware limited liability company.

Item 3. Source and Amount of Funds or Other Consideration

The following information supplements the information in the original 13D, and does not replace the original information.

Messrs. Bluhm and Schwartz, the Dynasty Trust and Rush Street Interactive GP acquired their securities in connection with the Business Combination discussed in the original Schedule 13D. The Revocable Trust acquired its securities in connection with the Business Combination and a transfer of securities by Mr. Bluhm.

In addition, each of Messrs. Bluhm and Schwartz have received their shares of Class A Common Stock pursuant to vesting of restricted stock units, which were acquired from the Issuer pursuant to grants under the Issuer’s 2020 Omnibus Equity Incentive Plan for services provided.

Item 4. Purpose of Transaction

The information set forth in Items 2 and 6 of this Amendment is incorporated by reference in its entirety into this Item 4. Otherwise, there have been no changes to Item 4.

Item 5. Interest in Securities of the Issuer

(a) and (b) The percentage of beneficial ownership in this Amendment 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 outstanding as of March 1, 2023, based on the Form 10-K filed for the fiscal year ended December 31, 2023 of the Issuer. Holders of the Class A Common Stock and Class V Common Stock vote together on the election of directors to the Issuer’s board as a single class.

The aggregate number of shares of Class V Common Stock and Class A 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 Amendment and are incorporated herein by reference.

The Revocable Trust is the direct beneficial owner of 1,527,334 shares of Class V Common Stock and 2,234 shares of Class A Common Stock. Neil G. Bluhm is the sole trustee and sole beneficiary of the Revocable Trust.

The Dynasty Trust is the direct beneficial owner of 107,411,780 shares of Class V Common Stock. Neil G. Bluhm is a trustee of the Dynasty Trust.

Rush Street Interactive GP is the direct beneficial owner of 1,362,663 shares of Class V Common Stock. Rush Street Interactive GP is managed by a board of managers consisting of Neil G. Bluhm, Andrew G. Bluhm, and Gregory A. Carlin. Neil G. Bluhm, through his control over 81% of the units of Rush Street Interactive GP, possesses the ability to appoint the managers to the board of managers. As a result, Neil G. Bluhm may be deemed to possess indirect beneficial ownership of the shares of Class V Common Stock held by Rush Street Interactive GP. Neil G. Bluhm disclaims beneficial ownership of the securities held by the Rush Street Interactive GP, except to the extent of his pecuniary interest in such securities.

Neil Bluhm is the direct beneficial owner of 12,244 shares of Class A Common Stock based on 3,247 restricted stock units that will vest within 60 days and 8,997 stock options that have vested or will vest and be exercisable within 60 days.

Richard Schwartz is the direct beneficial owner of 8,269,950 shares of Class V Common Stock and 534,482 shares of Class A Common Stock based on 507,711 restricted stock units that will vest within 60 days, 21,368 stock options that have vested or will vest and be exercisable within 60 days, and 5,403 shares of Class A Common Stock.

As described in Item 2 of this Amendment, by virtue of Richard Schwartz, Neil G. Bluhm and the Dynasty Trust being a party to the Voting Agreement, such Reporting Persons may be deemed to be a member of a “group”, as defined in Rule 13d-5 of the Exchange Act, and each of the Reporting Persons may be deemed to beneficially own the shares of Class V Common Stock and Class A Common Stock beneficially owned by each other solely for such purposes.

(c) None of the Reporting Persons has effected any transactions in the Class V Common Stock or Class A Common Stock during the past 60 days.

(d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class V Common Stock or Class A Common Stock, as applicable, of the Issuer reported by this Amendment.

(e) Not applicable.

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

The information provided or incorporated by reference in Items 2, 3, 4 and 5 is hereby incorporated by reference herein. Otherwise, there have been no changes to Item 6.

Item 7. Material to be Filed as Exhibits

Exhibit 1	Joint Filing Agreement among the Reporting Persons, dated as of March 2, 2023.
Exhibit 2	Amended and Restated Business Combination Agreement, dated as of December 4, 2020, by and among the Issuer, RSI, the Sellers, the Sponsor and the Sellers’ Representative (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on October 13, 2020).
Exhibit 3	Amended and Restated Certificate of Incorporation of the Issuer (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on January 5, 2021).
Exhibit 4	Amended and Restated Limited Partnership Agreement of RSI, dated as of December 29, 2020, by and among the Issuer, the Special Limited Partner, RSI GP, RSI and the Sellers (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on January 5, 2021).
Exhibit 5	Amended and Restated Limited Liability Company Agreement of RSI GP, LLC, dated as of December 29, 2020, by and among the Issuer and RSI GP (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on January 5, 2021).
Exhibit 6	Tax Receivable Agreement, dated as of December 29, 2020, by and among the Issuer, the Special Limited Partner, RSI, the Sellers, and the Sellers’ Representative (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed on January 5, 2021).
Exhibit 7	Investor Rights Agreement, dated as of December 29, 2020, by and among the Issuer, the Sellers, the Founder Holders, and the Sellers’ Representative (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K filed on January 5, 2021).
Exhibit 8	Services Agreement, dated as of December 29, 2020, by and between RSI and Rush Street Gaming, LLC (incorporated by reference to Exhibit 10.6 to the Issuer’s Current Report on Form 8-K filed on January 5, 2021).
Exhibit 9	Voting Agreement, dated as of March 2, 2023, by and among Neil Bluhm, the Dynasty Trust, and Richard Schwartz.
Exhibit 10	Sellers’ Representative Agreement, dated as of December 28, 2020, by and among the Sellers’ Representative, Gregory A. Carlin, the Greg and Marcy Carlin Family Trust and Neil G. Bluhm. (incorporated by reference to Exhibit 10 to the original Schedule 13D filed on January 8, 2021).
Exhibit 11	Power of Attorney for Neil Bluhm (incorporated by reference to Exhibit 10 to the original Schedule 13D filed on January 8, 2021).
Exhibit 12	Power of Attorney for Richard Schwartz.

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 2, 2023
	/s/ Kyle Sauers
	Neil G. Bluhm, by Kyle Sauers, attorney-in-fact
	NGB 2016 REVOCABLE TRUST
	By:	/s/ Kyle Sauers
	Name:	Neil G. Bluhm, Trustee, by Kyle Sauers, attorney-in-fact
	NGB 2013 GRANDCHILDREN’S DYNASTY TRUST
	By:	/s/ Kyle Sauers
	Name:	Neil G. Bluhm, Trustee, by Kyle Sauers, attorney-in-fact
	RUSH STREET INTERACTIVE GP, LLC
	By:	/s/ Kyle Sauers
	Name:	Kyle Sauers
	Title:	Attorney-in-fact
	/s/ Kyle Sauers
	Richard T. Schwartz, by Kyle Sauers, attorney-in-fact

EX-99.1

Exhibit 1

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have duly executed this joint filing agreement as of the date set forth below.

Dated: March 2, 2023
	/s/ Kyle Sauers
	Neil G. Bluhm, by Kyle Sauers, attorney-in-fact
	/s/ Kyle Sauers
	Richard T. Schwartz, by Kyle Sauers, attorney-in-fact
	NGB 2016 REVOCABLE TRUST
	By:	/s/ Kyle Sauers
	Name:	Neil G. Bluhm, Trustee, by Kyle Sauers, attorney-in-fact
	NGB 2013 GRANDCHILDREN’S DYNASTY TRUST
	By:	/s/ Kyle Sauers
	Name:	Neil G. Bluhm, Trustee, by Kyle Sauers, attorney-in-fact
	RUSH STREET INTERACTIVE GP, LLC
	By:	/s/ Kyle Sauers
	Name:	Kyle Sauers
	Title:	Attorney-in-fact

EX-99.9

Exhibit 9

VOTING AGREEMENT

This VOTING AGREEMENT (this "Agreement") is made and entered into as of March 2, 2023, by and among Neil G. Bluhm, the NGB 2013 Grandchildren’s Dynasty Trust and Richard Schwartz (each, a "Stockholder," and together, the "Stockholders"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Charter (as defined below).

RECITALS

WHEREAS, the Stockholders are party to, among other things, (i) that certain Business Combination Agreement, dated as of July 27, 2020, by and among dMY Technology Group, Inc., a Delaware corporation ("PubCo"), Rush Street Interactive, LP, a Delaware limited partnership, dMY Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), Rush Street Interactive GP, LLC, a Delaware limited liability company (the "Sellers' Representative"), and the other sellers party thereto, as amended and restated by that certain Amended and Restated Business Combination Agreement, dated as of October 9, 2020, by and among the parties thereto (as may be further amended, restated, amended and restated, or otherwise modified from time to time, the "Transaction Agreement") and (ii) that certain Investor Rights Agreement, dated as of December 29, 2020, by and among Rush Street Interactive, Inc., a Delaware corporation, the Sponsor, the Sellers' Representative, and the other parties thereto (the "Investor Rights Agreement");

WHEREAS, immediately prior to the consummation of the transactions contemplated by the Transaction Agreement in accordance with the terms and conditions thereof (such consummation, the "Closing"), PubCo, among other things, (i) changed its name to "Rush Street Interactive, Inc." and (ii) amended and restated its Certificate of Incorporation by adopting the Second Amended and Restated Certificate of Incorporation of PubCo substantially in the form attached to the Transaction Agreement (the "Charter");

WHEREAS, the Stockholders collectively own equity securities of PubCo representing a majority of the voting power of the voting securities of PubCo, and accordingly, PubCo currently qualifies as a "controlled company" under applicable rules of the securities exchange on which PubCo's equity securities are listed; and

WHEREAS, in order to preserve PubCo's "controlled company" eligibility described in the WHEREAS clause immediately above, the Stockholders desire to, and to cause their Permitted Transferees (as defined in the Investor Rights Agreement) to, exercise their voting rights together with respect to their voting securities of PubCo as set forth in this Agreement.

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:

ARTICLE I

Agreement To Vote; Transfers

Section 1.01 Agreement to Vote. From and after the date hereof until the termination of this Agreement pursuant to Section 4.01, each Stockholder hereby agrees to, and agrees to cause its Permitted Transferees to, hold all of the Class V Common Stock held by such Stockholder and/or such Stockholder's Permitted Transferees and any other securities of PubCo acquired by such Stockholder and/or such Stockholder's Permitted Transferees after the Closing (and any securities of PubCo issued with respect to, upon conversion of, or in exchange or substitution for such Class V Common Stock or other securities of PubCo), whether registered in its name, such Stockholder's Permitted Transferees' name or otherwise (collectively, the "Stock") subject to, and to vote the Stock together, in unanimity, with the other Stockholders and/or their Permitted Transferees at any regular or special meeting of the stockholders of PubCo (including any adjournment thereof) and/or by written consent, as applicable, with regard to all matters subject to and requiring stockholder approval or written consent pursuant to the Charter, the Delaware General Corporation Law and all other applicable laws. For the avoidance of doubt, nothing in this Agreement shall (a) prohibit any Stockholder or their Permitted Transferees from Transferring (as defined in the Investor Rights Agreement) any of the Stock held or beneficially owned by such Stockholder and/or such Stockholder's Permitted Transferees in accordance with and as permitted by the Investor Rights Agreement, the Charter and all applicable laws or (b) require any Stockholder or such Stockholder's Permitted Transferee that is a member of the board of directors of PubCo (the "Board") to vote together or in unanimity with any other Stockholder or Stockholder's Permitted Transferee that is a member of the Board with respect to any action, recommendation or vote of the Board. The voting of Stock in accordance with this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by the Charter, the Delaware General Corporation Law and any other applicable law.

Section 1.02 Notice of Transfers; Other Covenants. Each Stockholder hereby covenants and agrees (a) to promptly notify the other Stockholders (and/or, to the extent that they then hold any Stock, their respective Permitted Transferees) in writing (email being sufficient) of any Transfer (as defined in the Investor Rights Agreement) of the Stock held or beneficially owned by such Stockholder that would cause the Stockholders and their respective Permitted Transferees, taken together, to hold or own less than 50% of the issued and outstanding voting securities of PubCo, (b) that any Transfer of the Stock held or beneficially owned by such Stockholder to a Permitted Transferee (as defined in the Investor Rights Agreement) shall be conditioned upon such Permitted Transferee's agreement to become a party to this Agreement by execution and delivery of a joinder to this Agreement in form and substance reasonably satisfactory to the other Stockholders, and (c) that such Stockholder will not deposit such Stockholder's Stock into a voting trust or enter into a voting agreement or arrangement with respect to such Stockholder's Stock.

Section 1.03 Representations and Warranties. Each Stockholder hereby represents and warrants, severally as to such Stockholder, and not jointly, to the other Stockholders as follows:

(a)Ownership of Shares. As of the date hereof, the Stockholder is the record and beneficial owner of the number of shares of Class V Common Stock and Class A Common Stock of PubCo set forth on such Stockholder's signature page attached hereto (the "Existing Stock"). On the date hereof, the Existing Stock constitutes all of the Stock owned of record or beneficially owned by such Stockholder (including the Earnout Shares) (as defined in the Transaction Agreement). Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth herein, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder's Existing Stock with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

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(b)Organization; Power; Binding Agreement. If the Stockholder is an entity, the Stockholder is a legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full organizational power and authority to enter into and perform all of its obligations under this Agreement. If the Stockholder is an individual, such Stockholder has the legal capacity to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has been duly and validly authorized by all necessary action on the part of the Stockholder and no other proceedings on the part of the Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy agreement, pledge agreement, shareholders agreement or voting trust or, if the Stockholder is an entity, the Stockholder's organizational documents. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by the other Stockholders party hereto, constitutes a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

ARTICLE II

GRANT OF PROXY

Section 2.01 Grant of Proxy. Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable until this Agreement terminates in accordance with Section 4.01 or this Section 2.01 is amended to remove such grant of proxy in accordance with Section 4.04 hereof, to vote all such Stock in the manner provided in Article I hereof.

ARTICLE III

Specific Enforcement

Section 3.01 Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by any other party, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

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ARTICLE IV

Miscellaneous

Section 4.01 Termination. This Agreement and the obligations of the Stockholders and their Permitted Transferees, as applicable, set forth herein shall terminate and be of no further force or effect, upon Neil G. Bluhm and the NGB 2013 Grandchildren’s Dynasty Trust (and/or their respective Permitted Transferees), on the one hand, or Richard Schwartz (and/or his respective Permitted Transferees), on the other hand, providing 30 days’ prior written notice of termination to the other parties hereto.

Section 4.02 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

Section 4.03 Notices. All notices, demands and other communications to be given or delivered under this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment) or received by email (with confirmation of transmission) prior to 5:00 p.m. eastern time on a business day and, if otherwise, on the next business day, (b) one (1) business day following sending by reputable overnight express courier (charges prepaid) or (c) three (3) calendar days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing pursuant to the provisions of this Section 4.03, notices, demands and other communications shall be sent to the addresses indicated below:

if to a Stockholder, to the address set forth on such Stockholder's signature page attached hereto

with a copy (which shall not constitute notice) to: Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Attn:	Richard Campbell, P.C. Karen Flanagan
Email:	richard.campbell@kirkland.com karen.flanagan@kirkland.com

Section 4.04 Amendments and Waivers. Any term hereof may be amended and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Stockholders (and/or, to the extent that they then hold any Stock, their respective Permitted Transferees). Any amendment or waiver so effected shall be binding upon all the parties hereto and all parties' respective successors and permitted assigns, whether or not any such party, successor or assign entered into or approved such amendment or waiver. Notwithstanding the foregoing, any provision hereof may be waived by the waiving party on such party's behalf, without the written consent of any other party.

Section 4.05 Severability. Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Section 4.06 Binding Effect on Transferees, Heirs, Successors and Assigns. Neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned, directly or indirectly, by any party hereto without the prior written consent of the other parties hereto.

Section 4.07 Interpretation. The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party by virtue of the authorship of this Agreement shall not apply to the construction and interpretation hereof. The parties agree that any drafts of this Agreement prior to the final fully executed drafts shall not be used for purposes of interpreting any provision thereof, and each of the parties agrees that no party or any affiliate thereof shall make any claim, assert any defense or otherwise take any position inconsistent with the foregoing in connection with any suit among any of the foregoing. For the purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires: (a) the meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term and vice versa, and words denoting either gender shall include both genders as the context requires; (b) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; (c) the terms "hereof," "herein," "hereunder," "hereby" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) when a reference is made in this Agreement to a Section or paragraph such reference is to a Section or paragraph to this Agreement unless otherwise specified;

(e) the word "include," "includes," and "including" when used in this Agreement shall be deemed to be followed by the words "but not limited to," unless otherwise specified; (f) the word "or" is not exclusive; and (g) the word "if" shall mean "if and only if".

Section 4.08 Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 4.09 Governing Law; Waiver of Jury Trial; Jurisdiction. 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 4.09, 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.

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Section 4.10 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the Stockholders with respect to the subject matter hereof and supersedes all other agreements of the Stockholders relating to the subject matter.

Section 4.11 Counterparts; Facsimile. This Agreement may be executed in two or more counterparts, and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become effective when each party delivers to the other party hereto a counterpart hereof signed by such original party. The parties agree that the delivery of this Agreement may be effected by means of an exchange of facsimile signatures or other electronic delivery.

Section 4.12 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence thereto, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provision or condition of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

[Remainder of Page Intentionally Left Blank]

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

NEIL G. BLUHM:

/s/ Neil Bluhm 

Existing Stock: 110,304,011                                                         

Address:

900 N. Michigan Avenue, Suite 1600

Chicago, IL 60611

NGB 2013 GRANDCHILDREN’S DYNASTY TRUST:

By: /s/ Neil Bluhm

Name: Neil Bluhm

Its: Trustee

Existing Stock: 107,411,780                                                         

Address:

900 N. Michigan Avenue, Suite 1600

Chicago, IL 60611

[SIGNATURE PAGE TO VOTING AGREEMENT]

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

RICHARD SCHWARTZ:

/s/ Richard Schwartz

Existing Stock: 8,275,353                                                         

Address:

900 N. Michigan Avenue, Suite 950

Chicago, IL 60611

[SIGNATURE PAGE TO VOTING AGREEMENT]

EX-99.12

Exhibit 12

POWER OF ATTORNEY

March 2, 2023

The undersigned constitutes and appoints Kyle Sauers as the undersigned’s true and lawful attorneys-in-fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent 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 attorney-in-fact.

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

[Signature Page Follows]

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

/s/ Richard T. Schwartz

Richard T. Schwartz

[Signature Page to Power of Attorney]