RumbleON (RMBL) Form 4 RumbleOn / Marshall Chesrown 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^*

Chesrown Marshall

(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
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2021

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	09/03/2021		M		154,733	A	(1)	250,483	D
Class B Common Stock	09/03/2021		F		61,850	D	$0	188,633	D
Class A Common Stock								43,750	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)	07/30/2021		A		38,521		(3)	(3)	Class B Common Stock	38,521	$0	38,521	D
Restricted Stock Units	(2)	08/31/2021		A		30,000		(4)	(4)	Class B Common Stock	30,000	$0	30,000	D
Restricted Stock Units	(2)(5)	09/03/2021		D			19,544	(5)	(5)	Class B Common Stock	19,544	$0	0	D
Restricted Stock Units	(2)(5)	09/03/2021		D			66,668	(5)	(5)	Class B Common Stock	66,668	$0	0	D
Restricted Stock Units	(2)(5)	09/03/2021		D			38,521	(5)	(5)	Class B Common Stock	38,521	$0	0	D
Restricted Stock Units	(2)(5)	09/03/2021		D			30,000	(5)	(5)	Class B Common Stock	30,000	$0	0	D

Explanation of Responses:

1. Represents shares of the Issuer's Class B Common Stock received upon delivery of shares underlying vested restricted stock units ("RSUs").

2. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.

3. These RSUs were approved by the compensation committee of the Issuer's board of directors on March 12, 2021, subject to shareholder approval of the amendment to the Issuer's 2017 Stock Incentive Plan (the "Plan"). The Issuer's shareholders approved the amendment to the Plan on July 30, 2021. These RSUs were scheduled to vest in equal quarterly installments during the thirty-six month period following the grant date, assuming continuous service of the grantee.

4. These RSUs were granted on August 31, 2021 and vest as set forth below in footnote 5.

5. In connection with the Issuer's business combination with RideNow, the vesting of these RSUs were accelerated and the shares of Class B Common Stock were issued on September 3, 2021.

	/s/ Marshall Chesrown	09/03/2021
	** 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).
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