Westfall Kevin P Form 4 RumbleON / KEVIN P WESTFALL ownership change

SEC Form 4

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^*

WESTFALL KEVIN P

(Last) (First) (Middle)

C/O RUMBLEON, INC.

901 W. WALNUT HILL LANE

(Street)

IRVING TX 75038

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RumbleON, Inc. [ RMBL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	01/07/2021		M		8,152	A	(1)	13,047	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(2)	01/05/2021		A		4,928		(3)	(3)	Class B Common Stock	4,928	$0	4,928	D
Restricted Stock Units	(2)(4)	01/07/2021		M			8,152	(5)	(5)	Class B Common Stock	8,152	$0	8,153	D
Restricted Stock Units	(2)(6)							(7)	(7)	Class B Common Stock	875		875	D

Explanation of Responses:

1. Represents shares of RumbleOn, Inc. ("RMBL") Class B Common Stock received upon vesting of Restricted Stock Units ("RSUs"). The shares of common stock were delivered on January 7, 2021.

2. Each RSU represents a contingent right to receive one share of RMBL Class B Common Stock.

3. 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.

4. These RSUs were approved by 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.

5. These RSUs vest in four equal quarterly installments beginning September 30, 2020, and are subject to prorata vesting if a director leaves the Board of Directors before the end of each quarterly vesting period.

6. These RSUs were granted on June 25, 2018.

7. 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 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/ Kevin P. Westfall	01/07/2021
	** 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.
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