| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
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. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2022 | ||||||||||||||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Class V Voting Stock | 09/28/2022 | G(1) | 10,000 | D | $0 | 107,511,780 | I | By NGB 2013 Grandchildren's Dynasty Trust(2) | |||||||
| Class V Voting Stock | 11/11/2022 | G(1) | 100,000 | D | $0 | 107,411,780 | I | By NGB 2013 Grandchildren's Dynasty Trust(2) | |||||||
| Class V Voting Stock | 1,362,663 | I | By Rush Street Interactive GP, LLC(3) | ||||||||||||
| Class V Voting Stock | 1,527,334 | I | By NGB 2016 Revocable Trust(4) | ||||||||||||
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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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Class A Common Units of Rush Street Interactive, L.P. | (5) | 09/28/2022 | G(1) | 10,000 | (5) | (5) | Class A Common Stock | 10,000 | $0 | 107,511,780 | I | By NGB 2013 Grandchildren's Dynasty Trust(2) | ||
| Class A Common Units of Rush Street Interactive, L.P. | (5) | 11/11/2022 | G(1) | 100,000 | (5) | (5) | Class A Common Stock | 100,000 | $0 | 107,411,780 | I | By NGB 2013 Grandchildren's Dynasty Trust(2) | ||
| Class A Common Units of Rush Street Interactive, L.P. | (5) | (5) | (5) | Class A Common Stock | 1,362,663 | 1,362,663 | I | By Rush Street Interactive GP, LLC(3) | ||||||
| Class A Common Units of Rush Street Interactive, L.P. | (5) | (5) | (5) | Class A Common Stock | 1,527,334 | 1,527,334 | I | By NGB 2016 Revocable Trust(4) | ||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents a bona fide charitable gift of the Issuer's Class V Voting Stock from the Reporting Person to a donor-advised fund. |
| 2. These securities are held by NGB 2013 Grandchildren's Dynasty Trust (the "NGB Dynasty Trust"). The Reporting Person is the grantor and trustee of NGB Dynasty Trust and exercises sole voting and investment control over the securities held thereby. The Reporting Person may be deemed to be the beneficial owner of securities held by the NGB Dynasty Trust to the extent that he or his immediate family members are beneficiaries of such trust. |
| 3. These securities are held by Rush Street Interactive GP, LLC (the "RSI GP"). The Reporting Person is a manager of RSI GP and exercises sole voting and investment control over, and may be deemed to have an indirect beneficial ownership with respect to, the securities held thereby. |
| 4. These securities are held by the NGB 2016 Revocable Trust (the "NGB Revocable Trust"). The Reporting Person is the grantor, sole trustee and sole beneficiary of the NGB Revocable Trust. |
| 5. Pursuant to the Amended and Restated Limited Partnership Agreement of Rush Street Interactive, L.P. ("RSI LP"), beginning on June 29, 2021, the Class A Common Units of RSI LP beneficially owned by the Reporting Person may be exchanged, subject to certain conditions, for one share of Class A Common Stock of the Issuer. Upon such exchange, an equivalent number of shares of Class V Voting Stock then held by the reporting person will be canceled. |
| Remarks: |
| Neil Bluhm: /s/ Kyle Sauers as Attorney-in-fact | 02/10/2023 | |
| NGB 2013 Grandchildren's Dynasty Trust: /s/ Kyle Sauers as Attorney-in-fact | 02/10/2023 | |
| ** 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. | ||
