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 |
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1. Name and Address of Reporting Person*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 17,623,639(1) | D | |
| Class V Voting Stock | 16,509,006(1) | I | By Greg and Marcy Carlin Family Trust(2) |
| Class V Voting Stock | 258,906(5) | I | By Rush Street Interactive GP, LLC(7) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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. | (3) | (3) | Class A Common Stock | 17,623,639(4) | (3) | D | |
| Class A Common Units of Rush Street Interactive, L.P. | (3) | (3) | Class A Common Stock | 16,509,006(5) | (3) | I | By Greg and Marcy Carlin Family Trust(2) |
| Class A Common Units of Rush Street Interactive, L.P. | (3) | (3) | Class A Common Stock | 258,906(6) | (3) | I | By Rush Street Interactive GP, LLC(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 directly by the Greg and Marcy Family Trust (the "Carlin Trust"). The reporting person is the trustee of the Carlin Trust and may be deemed to possess voting and investment control over the securities held by the Carlin Trust. |
| 3. 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. |
| 4. 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 17,623,639 Class A Common Units of RSI LP, of which 1,652,216 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA. |
| 5. 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 16,509,006 Class A Common Units of RSI, of which 1,547,719 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 an indirect beneficial ownership interest in 258,906 Class A Common Units of RSI, of which 24,273 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA. |
| 7. These securities are held directly by Rush Street Interactive GP, LLC ("RSI GP"). The reporting person is a manager of and controls 19% of the voting units in RSI GP and may be deemed to be a beneficial owner of the securities held thereby. The reporting person disclaims beneficial ownership of the securities held by RSI GP except to the extent of his pecuniary interest therein. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| Gregory A. Carlin: /s/ Kyle Sauers as Attorney-in-fact | 01/08/2021 | |
| Greg and Marcy Carlin Family Trust: /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. | ||