Rumble (RUM) Form 4 Rumble / Ryan Milnes 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^*

Milnes Ryan

(Last) (First) (Middle)

PO BOX 20112 BAYFIELD NORTH

(Street)

BARRIE,ONTARIO Z4 L4M6E9

(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)

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

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)		24,978,210	A	$0	24,978,210	I	See footnote(6)
Class C Common Stock, par value $0.0001 per share	02/07/2025		J(2)		24,978,210	D	$0	23,076,191(3)	I	See footnote(6)
Class A Common Stock, par value $0.0001 per share	02/07/2025		S(4)		24,978,210	D	$7.5	0	I	See footnote(6)
Class A Common Stock, par value $0.0001 per share								57,290(5)	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			24,978,210	(7)	(7)	Class A Common Stock, par value $0.0001 per share	24,978,210	$0	23,076,191(7)	I	See footnote(6)

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. Includes 16,560,185 shares of Class C Common Stock that are subject to the vesting and forfeiture requirements specified in the Business Combination Agreement, dated as of December 1, 2021 (the "BCA"), by and between the Issuer (f/k/a CF Acquisition Corp. VI) and Rumble Canada Inc. (f/k/a Rumble Inc.).

4. 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.

5. Represents 21,703 restricted stock units of the Issuer that previously vested and 35,587 unvested restricted stock units of the Issuer.

6. 2286404 Ontario Inc. ("Ontario") is the record holder of the shares. Ontario is wholly owned by Ryan Milnes and therefore, Mr. Milnes has voting and dispositive power over such shares and may be deemed to beneficially own such shares.

7. Consists of Exchangeable Shares issued by ExchangeCo. Includes 16,560,185 Exchangeable Shares that are subject to the vesting and forfeiture requirements specified in the BCA. 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.

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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