Rubicon (RBTC) Form 4 Rubicon / Philip Rodoni 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^*

Rodoni Philip

(Last) (First) (Middle)

100 W MAIN STREET, SUITE 610

(Street)

LEXINGTON KY 40507

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rubicon Technologies, Inc. [ RBT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2022

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 V Common Stock	08/29/2022		D(1)		791,733	D	(2)	545,036	D
Class A Common Stock	08/29/2022		C(1)		791,733	A	(2)	791,733	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
Class B Units	(2)	08/29/2022		C(1)			791,733	(2)	(2)	Class A Common Stock	791,733	(2)	545,036	D

Explanation of Responses:

1. On August 29, 2022, the Reporting Person exchanged 791,733 Class B Units of Rubicon Technologies Holdings, LLC for 791,733 shares of Class A Common Stock. In connection with the exchange, 791,733 shares of Class V Common Stock were automatically cancelled by the Issuer for no consideration.

2. The Class B Units are exchangeable into cash and/or Class A Common Stock of the Issuer on a one-for-one basis (subject to adjustment) pursuant to the Eighth Amended and Restated Limited Liability Company Agreement of Rubicon Technologies Holdings, LLC. Upon exchange of a Class B Unit, a corresponding share of Class V Common Stock held by such exchanging holder will be automatically cancelled by the Issuer for no consideration.

	/s/ William D. Meyer as Attorney-in-Fact for Philip Rodoni	08/31/2022
	** 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).
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