Rumble (RUM) Form 4 Rumble / Claudio Ramolo 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^*

Ramolo Claudio

(Last) (First) (Middle)

444 GULF OF MEXICO DR.

(Street)

LONGBOAT KEY FL 34228

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rumble Inc. [ RUM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2025

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 A Common Stock, par value $0.0001 per share	02/07/2025		C(1)		1,457,085	A	$0	1,457,085	I	See footnote(4)
Class C Common Stock, par value $0.0001 per share	02/07/2025		J(2)		1,457,085	D	$0	716,135	I	See footnote(4)
Class A Common Stock, par value $0.0001 per share	02/07/2025		M		4,812,646	A	$0.03	4,826,929	D
Class A Common Stock, par value $0.0001 per share	02/07/2025		S(3)		1,457,085	D	$7.5	0	I	See footnote(4)
Class A Common Stock, par value $0.0001 per share	02/07/2025		S(3)		4,812,646	D	$7.5	14,283	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
Exchangeable Shares	$0	02/07/2025		C			1,457,085	(5)	(5)	Class A Common Stock, par value $0.0001 per share	1,457,085	$0	716,135(5)	I	See footnote(4)
Stock Option (Right to Buy)	$0.03	02/07/2025		M			4,812,646	09/16/2022	09/01/2040	Class A Common Stock, par value $0.0001 per share	4,812,646	$0	6,288,420(6)	D

Explanation of Responses:

1. Represents the exchange (on a 1-for-1 basis) by the Reporting Person of Exchangeable Shares issued by 1000045728 Ontario Inc. ("ExchangeCo"), a corporation formed under the laws of the Province of Ontario, Canada, and an indirect subsidiary of the Issuer, for shares of Class A Common Stock of the Issuer ("Class A Common Stock").

2. In connection with the exchange, an equivalent number of voting, non-economic shares of Class C Common Stock of the Issuer ("Class C Common Stock") held by the Reporting Person were cancelled by the Issuer.

3. Represents the sale of shares of Class A Common Stock to the Issuer in the Issuer's self tender offer that closed on February 7, 2025.

4. 1000748378 Ontario Inc. ("Ontario") is the record holder of the shares. Ontario is wholly owned by Claudio Ramolo and therefore, Mr. Ramolo has voting and dispositive power over such shares and may be deemed to beneficially own such shares.

5. Consists of Exchangeable Shares issued by ExchangeCo. Each Exchangeable Share is exchangeable at the election of the holder thereof for one share of Class A Common Stock. The Exchangeable Shares are currently exercisable and have no expiration date.

6. Consists of Stock Options that the Reporting Person received in exchange for his outstanding options in Rumble Inc. (n/k/a Rumble Canada Inc.) ("Rumble Canada") pursuant to the terms of the Business Combination Agreement, dated as of December 1, 2021 (the "BCA"), by and between the Issuer and Rumble Canada. Includes 3,756,960 "earnout" Stock Options that are subject to the vesting and forfeiture requirements specified in the BCA.

Remarks:

The transactions contemplated by this Form 4 were approved by the Company's Board of Directors for purposes of the exemption under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.

	/s/ Sergey Milyukov, as Attorney-in-Fact	02/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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