Rush Street Interactive GP Form 3 Rush Street Interactive / NEIL BLUHM ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

BLUHM NEIL

(Last) (First) (Middle)

C/O RUSH STREET INTERACTIVE, INC.

900 N. MICHIGAN AVENUE, SUITE 950

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2020

3. Issuer Name and Ticker or Trading Symbol
Rush Street Interactive, Inc. [ RSI ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class V Voting Stock	107,521,780(1)	I	By NGB 2013 Grandchildren's Dynasty Trust(2)
Class V Voting Stock	1,527,334(1)	D(8)
Class V Voting Stock	1,362,663(1)	I	By Rush Street Interactive GP, LLC(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Units of Rush Street Interactive, L.P.	(4)	(4)	Class A Common Stock	107,521,780(5)	(4)	I	By NGB 2013 Grandchildren's Dynasty Trust(2)
Class A Common Units of Rush Street Interactive, L.P.	(4)	(4)	Class A Common Stock	1,527,334(6)	(4)	D
Class A Common Units of Rush Street Interactive, L.P.	(4)	(4)	Class A Common Stock	1,362,663(7)	(4)	I	By Rush Street Interactive GP, LLC(3)

1. Name and Address of Reporting Person^*

BLUHM NEIL

(Last) (First) (Middle)

C/O RUSH STREET INTERACTIVE, INC.

900 N. MICHIGAN AVENUE, SUITE 950

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGB 2016 REVOCABLE TRUST

(Last) (First) (Middle)

C/O RUSH STREET INTERACTIVE, INC.

900 N. MICHIGAN AVENUE, SUITE 950

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGB 2013 GRANDCHILDREN'S DYNASTY TRUST

(Last) (First) (Middle)

C/O RUSH STREET INTERACTIVE, INC.

900 N. MICHIGAN AVENUE, SUITE 950

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RUSH STREET INTERACTIVE GP, LLC

(Last) (First) (Middle)

C/O RUSH STREET INTERACTIVE, INC.

900 N. MICHIGAN AVENUE, SUITE 950

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

Explanation of Responses:

1. These shares of Class V Voting Stock of the Issuer provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Voting Stock will be entitled to vote as a common stockholder of the Issuer, with the number of votes equal to the number of shares of Class V Voting Stock held at the time of such vote.

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. Mr. Bluhm 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. 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 ("RSI Units") 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.

5. These securities were issued to the reporting person in connection with the transactions contemplated by the Amended and Restated Business Combination Agreement, dated October 9, 2020 and as further amended on December 4, 2020 (the "BCA"), by and among Rush Street Interactive, Inc. (f/k/a DMY Technology Group, Inc.), RSI LP and the other parties thereto, pursuant to which, among other things, the reporting person will retain a direct beneficial ownership interest in 107,521,780 Class A Common Units of RSI LP, of which 10,080,166 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA.

6. These securities were issued to the reporting person in connection with the transactions contemplated by the BCA, pursuant to which, among other things, the reporting person will retain a beneficial ownership interest in 1,527,334 Class A Common Units of RSI, of which 143,188 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA.

7. These securities were issued to the reporting person in connection with the transactions contemplated by the BCA, pursuant to which, among other things, the reporting person will retain an indirect beneficial ownership interest in 1,362,663 Class A Common Units of RSI, of which 127,750 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA.

8. As of the date of filing this Form 3, 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	Neil Bluhm: /s/ Kyle Sauers as Attorney-in-fact	01/08/2021
	NGB 2016 Revocable Trust: /s/ Kyle Sauers as Attorney-in-fact	01/08/2021
	NGB 2013 Grandchildren's Dynasty Trust: /s/ Kyle Sauers as Attorney-in-fact	01/08/2021
	Rush Street Interactive GP, LLC: /s/ Kyle Sauers as Attorney-in-fact	01/08/2021
	** 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 5 (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.