RumbleON (RMBL) Form 4 RumbleON / Denmar John Dixon 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Dixon Denmar John

(Last) (First) (Middle)

C/O RUMBLEON, INC.

1350 LAKESHORE DRIVE, SUITE 160

(Street)

COPPELL TX 75019

(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)
08/15/2019

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	08/15/2019		M		17,000	A	(1)	187,500(2)	D
Class B Common Stock	08/16/2019		P		47,000	A	$3.76(3)	234,500(2)	D
Class B Common Stock	08/16/2019		P		250	A	$3.72(4)	1,250	I	see footnore(5)
Class B Common Stock	08/19/2019		P		250	A	$3.82	1,500	I	see footnote(5)
Class B Common Stock								12,750	I	see footnote(6)
Class B Common Stock								1,052,829	I	see footnote(7)

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	(8)(9)	08/15/2019		M			17,000	(10)	(10)	Class B Common Stock	17,000	$0	68,000	D
Restricted Stock Units	(8)(11)							(10)	(10)	Class B Common Stock	17,500		17,500	D
Restricted Stock Units	(8)(12)							(13)	(13)	Class B Common Stock	35,000		35,000	D

Explanation of Responses:

1. Represents shares of RMBL Class B Common Stock received upon vesting of Restricted Stock Units ("RSUs"). The shares of common stock were delivered on August 15, 2019.

2. Includes 52,811 shares held in a joint account with the Reporting Person's spouse.

3. Represents the weighted average purchase price of the shares purchased ranging from a low of $3.64 to a high of $3.85 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

4. Represents the weighted average purchase price of the shares purchased ranging from a low of $3.68 to a high of $3.75 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

5. Represents shares owned by the Reporting Person's son.

6. Represents shares owned by the Reporting Person's spouse.

7. Represents shares owned through Blue Flame Capital, LLC, an entity controlled by the Reporting Person.

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

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

10. 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.

11. These RSUs were granted on March 31, 2017.

12. These RSUs were granted on June 3, 2019

13. The RSUs vest one year from the grant date, and are subject to prorata vesting if a director leaves the Board of Directors before the one year period.

	/s/ Denmar J. Dixon	08/19/2019
	** 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.