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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RumbleON, Inc. [ RMBL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class B Common Stock | 02/03/2021 | M | 8,153 | A | (1) | 31,930(2) | D | |||
Class B Common Stock | 62,642 | I | see footnote(3) | |||||||
Class B Common Stock | 75 | I | see footnote(4) | |||||||
Class B Common Stock | 638 | I | see footnote(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (6)(7) | 02/03/2021 | M | 8,153 | (8) | (8) | Class B Common Stock | 8,153 | $0 | 0 | D | ||||
Restricted Stock Units | (6)(9) | (10) | (10) | Class B Common Stock | 4,928 | 4,928 | D | ||||||||
Restricted Stock Units | (6)(11) | (12) | (12) | Class B Common Stock | 2,125 | 2,125 | D |
Explanation of Responses: |
1. Represents shares of RumbleOn, Inc. ("RMBL") Class B Common Stock received upon vesting of Restricted Stock Units ("RSUs"). |
2. Includes 2,641 shares held in a joint account with the Reporting Person's spouse. |
3. Represents shares owned through Blue Flame Capital, LLC, an entity controlled by the Reporting Person. |
4. Represents shares owned by the Reporting Person's son. |
5. Represents shares owned by the Reporting Person's spouse. |
6. Each RSU represents a contingent right to receive one share of RMBL Class B Common Stock. |
7. These RSUs were approved by the compensation committee (the "Compensation Committee") of the board of directors of RMBL on July 15, 2020, subject to shareholder approval of the amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan stock under which the RSUs were granted and ratification of this RSU award. RMBL shareholders approved the plan on August 25, 2020. |
8. These RSUs were scheduled to vest in four equal quarterly installments beginning September 30, 2020, and were subject to prorata vesting if a director leaves the Board of Directors before the end of each quarterly vesting period. The Compensation Committee approved the accelerated vesting of these RSUs, and these RSUs vested on February 3, 2021. |
9. These RSUs were granted on January 5, 2021. |
10. These RSUs vest in 12 equal monthly installments at the end of each month beginning January 31, 2021 and will be delivered on a quarterly basis beginning on March 31, 2021, and are subject to prorata vesting if a director leaves the Board of Directors before the end of each vesting period. |
11. These RSUs were granted on June 25, 2018. |
12. The RSUs vest (1) 20% on the last day of the thirteenth month following the grant date, (2) 2.5% monthly on the last day of each month beginning on the last day of the fourteenth month following the grant date through the last day of the twenty-fifth month following the grant date and (3) 4.17% monthly on the last day of each month beginning on the last day of the twenty-sixth month following the grant date through the last day of the thirty-seventh month following the grant date. |
/s/ Denmar J. Dixon | 02/05/2021 | |
** 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). | ||
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. |