0001213900-23-094182.txt : 20231207 0001213900-23-094182.hdr.sgml : 20231207 20231207215014 ACCESSION NUMBER: 0001213900-23-094182 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20231205 FILED AS OF DATE: 20231207 DATE AS OF CHANGE: 20231207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SH Capital Partners, L.P. CENTRAL INDEX KEY: 0001497279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38248 FILM NUMBER: 231473822 BUSINESS ADDRESS: STREET 1: 1019 KANE CONCOURSE STREET 2: SUITE 202 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 BUSINESS PHONE: (212) 543-1500 MAIL ADDRESS: STREET 1: 1019 KANE CONCOURSE STREET 2: SUITE 202 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stone House Capital Management, LLC CENTRAL INDEX KEY: 0001589943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38248 FILM NUMBER: 231473823 BUSINESS ADDRESS: STREET 1: 1019 KANE CONCOURSE STREET 2: SUITE 202 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 BUSINESS PHONE: (212) 543-1500 MAIL ADDRESS: STREET 1: 1019 KANE CONCOURSE STREET 2: SUITE 202 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohen Mark Alexander CENTRAL INDEX KEY: 0001591240 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38248 FILM NUMBER: 231473821 MAIL ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RumbleOn, Inc. CENTRAL INDEX KEY: 0001596961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 463951329 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 901 W. WALNUT HILL LANE STREET 2: SUITE 110A CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 214-771-9952 MAIL ADDRESS: STREET 1: 901 W. WALNUT HILL LANE STREET 2: SUITE 110A CITY: IRVING STATE: TX ZIP: 75038 FORMER COMPANY: FORMER CONFORMED NAME: RumbleON, Inc. DATE OF NAME CHANGE: 20170213 FORMER COMPANY: FORMER CONFORMED NAME: Smart Server, Inc DATE OF NAME CHANGE: 20140114 4 1 ownership.xml X0508 4 2023-12-05 0 0001596961 RumbleOn, Inc. RMBL 0001589943 Stone House Capital Management, LLC 1019 KANE CONCOURSE, SUITE 202 BAY HARBOR ISLANDS FL 33154 0 0 0 1 Member of a 10% Group 0001497279 SH Capital Partners, L.P. 1019 KANE CONCOURSE, SUITE 202 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001591240 Cohen Mark Alexander 1019 KANE CONCOURSE, SUITE 202 BAY HARBOR ISLANDS FL 33154 1 0 0 1 Member of a 10% Group 0 Class B Common Stock 2023-12-05 4 M 0 2426499 5.50 A 4676499 I See Footnotes Subscription Rights (right to buy) 5.50 2023-12-05 4 M 0 2250000 0.00 D 2023-11-13 2023-12-05 Class B Common Stock 2426499 0 I See Footnotes Represents the number of shares of Class B Common Stock of the issuer that SH Capital Partners, L.P. ("Partners") purchased in the issuer's rights offering pursuant to the exercise of its subscription rights. The closing of the rights offering and the issuance of the Class B Common Stock of the issuer is expected to be on or about December 8, 2023. The effective purchase price of the shares of Class B Common Stock of the issuer underlying the subscription rights issued in connection with the issuer's rights offering was $5.50 per share. Each subscription right issued to Partners is exercisable for 1.078444 shares of the Class B Common Stock of the issuer. The number of shares of Class B Common Stock of the issuer reported in Column 7 is rounded down to the nearest whole number. The subscription rights are only exercisable for whole shares of Class B Common Stock of the issuer. This statement is jointly filed by and on behalf of each of Stone House Capital Management, LLC ("Stone House"), Partners and Mark Cohen. Partners is the record and direct beneficial owner of the securities covered by this statement. Stone House is the general partner and investment manager of, and may be deemed to beneficially own securities owned by, Partners. Mr. Cohen is the managing member of, and may be deemed to beneficially own securities owned by, Stone House. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith). Exhibit 99.2 - Joint Filing Agreement (filed herewith). STONE HOUSE CAPITAL MANAGEMENT, LLC By: /s/ Mark Cohen Title: Managing Member 2023-12-07 SH CAPITAL PARTNERS, L.P. By: Stone House Capital Management, LLC Its: General Partner By: /s/ Mark Cohen Name: Mark Cohen Title: Managing Member 2023-12-07 MARK COHEN /s/ Mark Cohen 2023-12-07 EX-99.1 2 ea189731ex99-1_stonehouse.htm JOINT FILING AGREEMENT

Exhibit 99.1

 

JOINT FILER INFORMATION

 

Other Reporting Person(s)

 

1. SH CAPITAL PARTNERS, L.P.

 

Item Information
Name:

SH CAPITAL PARTNERS, L.P.

Address:

1019 KANE CONCOURSE, SUITE 202

BAY HARBOR ISLANDS, FL 33154

Designated Filer:

Stone House Capital Management, LLC

Date of Event Requiring Statement (Month/Day/Year):

 12/05/2023

Issuer Name and Ticker or Trading Symbol:

 RumbleOn, Inc. [RMBL]

Relationship of Reporting Person(s) to Issuer:

 10% Owner

If Amendment, Date Original Filed (Month/Day/Year):

 Not Applicable
Individual or Joint/Group Filing:

Form filed by More than One Reporting Person

Signature:

SH CAPITAL PARTNERS, L.P.

  By: Stone House Capital Management, LLC  
  Its: General Partner  
       
  By: /s/ Mark Cohen  
  Name: Mark Cohen  
  Title: Managing Member  
  Date:

December 7, 2023

 

  

 

2. Cohen Mark Alexander

 

Item

 Information
Name:

Cohen Mark Alexander

Address:

1019 KANE CONCOURSE, SUITE 202

BAY HARBOR ISLANDS, FL 33154

Designated Filer:

Stone House Capital Management, LLC

Date of Event Requiring Statement (Month/Day/Year):

 12/05/2023

Issuer Name and Ticker or Trading Symbol:

 RumbleOn, Inc. [RMBL]

Relationship of Reporting Person(s) to Issuer:

 Director; Other: Member of 10% Group

If Amendment, Date Original Filed (Month/Day/Year):

 Not Applicable
Individual or Joint/Group Filing:

Form filed by More than One Reporting Person

 

Signature:

MARK COHEN

 

/s/ Mark Cohen                        

Date: December 7, 2023

 

 

 EX-99.2 3 ea189731ex99-2_stonehouse.htm JOINT FILING AGREEMENT

Exhibit 99.2

 

JOINT FILING AGREEMENT

 

December 7, 2023

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the applicable exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

 

Date: December 7, 2023

 

  STONE HOUSE CAPITAL MANAGEMENT, LLC
     
  By: /s/ Mark Cohen
  Name: Mark Cohen
  Title: Managing Member
  Date: December 7, 2023

 

  SH CAPITAL PARTNERS, L.P.
     
  By: Stone House Capital Management, LLC
  Its: General Partner
     
  By: /s/ Mark Cohen
  Name:  Mark Cohen
  Title: Managing Member
  Date: December 7, 2023

 

  MARK COHEN
     
  /s/ Mark Cohen
  Date: December 7, 2023