Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§240.13D-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO §240.13D-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
RumbleOn, Inc.
(Name
of Issuer)
Class B Common Stock, par value $0.001 per share
(Title
of Class of Securities)
Class B Common Stock - 781386 206
(CUSIP
Number)
Marshall Chesrown
RumbleOn, Inc.
901 W. Walnut Hill Lane
Irving, Texas 75038
(469) 250-1185
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 13, 2020
(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 §240.13d-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).
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CUSIP
No. 781386 206
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Page 2 of
5
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1.
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NAMES
OF REPORTING PERSONS
Marshall
Chesrown
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
instructions)
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(a)
☐
(b)
☐
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3.
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SEC USE
ONLY
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4.
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SOURCE
OF FUNDS (see
instructions)
PF
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE
VOTING POWER
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875,000
shares of Class A Common Stock(1)
1,875,000
shares of Class B Common Stock(2)
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8.
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SHARED
VOTING POWER
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9.
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SOLE
DISPOSITIVE POWER
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875,000
shares of Class A Common Stock
1,875,000
shares of Class B Common Stock
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10.
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SHARED
DISPOSITIVE POWER
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,000
shares of Class A Common Stock
1,875,000
shares of Class B Common Stock
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(see
instructions)
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.5%
of Class A Common Stock(3)(5)
4.4% of
Class B Common Stock(4)(5)
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14.
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TYPE OF
REPORTING PERSON (see instructions)
IN
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(1)
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The Issuer's Class A Common Stock is not registered pursuant to
Section 12 of the Securities Exchange Act of 1934 (the
“Exchange Act”).
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(2)
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The
Issuer's
Class B Common Stock is registered pursuant to Section 12(b) of the
Exchange Act.
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(3)
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Based
on 1,000,000 shares of the Issuer's
Class A Common Stock outstanding as of February 13, 2020.
The Issuer's
Class A Common Stock is entitled to ten votes per
share.
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(4)
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Based
on 43,023,319 shares of the Issuer's
Class B Common Stock outstanding as of February 13, 2020.
The Issuer's
Class B Common Stock is entitled to one vote per
share.
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(5)
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As of
February 13, 2020, the Reporting Person has voting power
representing in the aggregate approximately 20.0% of the
Issuer’s common stock.
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CUSIP
No. 781386 206
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Page 3 of
5
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This Amendment No. 1 (the “Amendment”) amends and
supplements the Schedule 13D filed on February 17, 2017
(the “Original Schedule 13D”) by Marshall Chesrown (the “Reporting
Person”). Other than as set forth herein, there has
been no material change in the information set forth in the
Original Schedule 13D. All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Original
Schedule 13D.
Item 2. Identity and Background.
Item 2
is amended by adding the following to the end of the
item:
On March 31, 2017, the Issuer issued 1,161,920 shares of Class B
Common Stock to certain investors and 275,312 shares of Class B Common Stock upon full
conversion of an unsecured convertible note with Berrard Holdings,
an entity owned and controlled by a current officer and director of
the Issuer, Steven R. Berrard. Also on March 31, 2017, the Issuer
completed the sale of 620,000 shares of Class B Common Stock, par
value $0.001, at a price of $4.00 per share in a private placement
(the “Private Placement”). The Reporting Person
purchased 62,500 shares of Class B Common Stock in the Private
Placement.
On June
6, 2017, the Reporting Person purchased 137,656 shares of Class B
Common Stock at a price of $0.75 per share.
On
December 1, 2017, the Reporting Person purchased 1,000 shares of
Class B Common Stock at an average price of $5.50 per
share.
On
December 4, 2017, the Reporting Person purchased 1,000 shares of
Class B Common Stock at an average price of $5.15 per
share.
On
March 1, 2018, the Reporting Person purchased 1,000 shares of Class
B Common Stock at an average price of $4.30 per share.
On
March 2, 2018, the Reporting Person purchased 1,000 shares of Class
B Common Stock at an average price of $4.34 per share.
On
March 5, 2018, the Reporting Person purchased 500 shares of Class B
Common Stock at an average price of $4.4817 per share.
On
March 16, 2018, the Reporting Person purchased 500 shares of Class
B Common Stock at an average price of $4.6513 per
share.
On
March 20, 2018, the Reporting Person purchased 500 shares of Class
B Common Stock at an average price of $4.2355 per
share.
On May
29, 2019, the Reporting Person purchased 4,000 shares of Class B
Common Stock at an average price of $4.722 per share.
On June
5, 2019, the Reporting Person purchased 8,844 shares of Class B
Common Stock at an average price of $4.2577 per share.
On June
19, 2019, the Reporting Person purchased 3,000 shares of Class B
Common Stock at an average price of $4.17 per share.
On
December 9, 2019, the Reporting Person purchased 66,000 shares of
Class B Common Stock at an average price of $0.8027 per
share.
On
December 19, 2019, the Reporting Person purchased 50,000 shares of
Class B Common Stock at an average price of $0.7726 per
share.
The
875,000 shares of the Issuer's Class A Common Stock held by the
Reporting Person represents 87.5% of the Issuer’s issued and
outstanding shares of Class A Common Stock. The 1,825,000 shares of
the Issuer's Class B Common Stock held by the Reporting Person
represent 4.4% of the Issuer’s issued and outstanding shares
of Class B Common Stock. As of February 13, 2020, Mr. Chesrown has
voting power representing in the aggregate approximately 20.0% of
the Issuer's outstanding common stock.
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CUSIP
No. 781386 206
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Page
4 of 5
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The
principal business address of the Reporting Person is 901 W. Walnut
Hill Lane, Irving, Texas 75038. The Reporting Person's principal
occupation is Chairman and Chief Executive Officer of the Issuer.
The Reporting Person is a United States citizen.
During
the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations and similar
misdemeanors) or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of
which such proceeding 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.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3
is amended by adding the following text to the end of the
item:
The
information regarding the purchases between March 31, 2017 and
December 19, 2019 in Item 2 is incorporated herein by reference.
The source of funds used in connection with such acquisitions by
the Reporting Person were personal funds.
Item 4. Purpose of Transaction.
Item 4
is amended by adding the following paragraph to the end of the
item:
All acquisitions were for investment purposes.
Item 5. Interest in Securities of the Issuer.
Item 5
is deleted in its entirety and replaced with the following
text:
(a) The Reporting Person is the beneficial owner of (i) 875,000
shares of Class A Common Stock of the Issuer, representing 87.5% of
the Issuer's Class A Common Stock and (ii) 1,875,500 shares of
Class B Common Stock of the Issuer, representing 4.4% of the
Issuer’s Class B Common Stock. The Issuer's
Class A Common Stock is not registered pursuant to Section 12 of
the Exchange Act. The Issuer's
Class B Common Stock is registered pursuant to Section 12(b) of the
Exchange Act. As of February 13, 2020, the Reporting Person has
voting power representing in the aggregate approximately 20.0% of
the Issuer's
outstanding common stock. The percentage of beneficial ownership is
based upon (i) 1,000,000 shares of Class A Common Stock and (ii)
43,023,319 shares of Class B Common Stock outstanding as of
February 13, 2020.
As of February 13, 2020, the Reporting Person is no longer a
beneficial owner of five percent or more of the Class B Common
Stock.
(b) The information contained on the cover page to the Original
Schedule 13D and this Amendment is incorporated herein by
reference.
(c) Transactions in the Issuer’s securities affected by the
Reporting Persons during the past sixty days:
The information set forth above in Item 2 is incorporated herein by
reference.
There were no transactions in the last 60 days, except as set forth
in Item 2.
(d)-(e) Not applicable.
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CUSIP
No. 781386 206
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Page 5 of
5
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Signatures
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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Dated:
February 14, 2020
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By:
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/s/ Marshall
Chesrown
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Marshall
Chesrown
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