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
Rush Street Interactive, Inc. [ RSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2021 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Private Placement Warrants (right to buy) | $11.5(3) | 03/08/2021 | J(1) | 3,337,500 | 01/28/2021 | 12/29/2025 | Class A Common Stock | 3,337,500(3) | $0.00(1) | 3,337,500 | I | See Footnote(2) |
Explanation of Responses: |
1. The private placement warrants acquired by the Reporting Person and reported herein were received in a distribution by dMY Sponsor, LLC (the "Sponsor") to certain of its members in accordance with the Sponsor's Operating Agreement. As a member of the Sponsor who was entitled to a distribution of private placement warrants in accordance with the Sponsor's operating agreement, the Reporting Person previously may have been deemed to be an indirect beneficial owner of the securities previously held directly by the Sponsor. |
2. These private placement warrants are held directly by Isalea Investments LP, of which the Reporting Person is the Managing Member. The Reporting Person may be deemed to have beneficial ownership of the private placement warrants held directly by Isalea Investments LP. The Reporting Person disclaims beneficial ownership of such private placement warrants, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the private placement warrants for purposes of Section 16 or for any other purpose. |
3. Each private placement warrant is exercisable for one share of Class A common stock of the Issuer at $11.50 per share, subject to adjustment, pursuant to the Warrant Agreement, dated as of February 20, 2020, by and between the Issuer and Continental Stock Transfer & Trust Company and as described under the heading "Description of Capital Stock-Warrants-Private Placement Warrants" in the Issuer's registration statement on Form S-1, filed with the SEC on January 31, 2020, as amended |
Remarks: |
This Form 4 is being filed late due to inadvertent administrative error. |
/s/ Niccolo de Masi | 03/31/2021 | |
** 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. |