Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Kice Tiffany B.
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2. Issuer Name and Ticker or Trading Symbol
RumbleOn, Inc. [RMBL]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Financial Officer /
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(Last)
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(First)
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(Middle)
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C/O RUMBLEON, INC. , 901 W. WALNUT HILL LANE, SUITE 110A
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3. Date of Earliest Transaction (Month/Day/Year)
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kice Tiffany B.
C/O RUMBLEON, INC.
901 W. WALNUT HILL LANE, SUITE 110A
IRVING, TX75038
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Chief Financial Officer
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Signatures
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/s/ Brandy L. Treadway, attorney-in-fact for Tiffany Kice
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2024-08-13
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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On August 9, 2024, the reporting person received a grant of 14,265 restricted stock units ("RSU") pursuant to the terms of her employment agreeement and calculated based upon the share price of RMBL Class B Common Stock at the conclusion of the second trading day following the Company release of earnings for Q2 2024. Each RSU represents a contingent right to receive one share of RMBL Class B Common Stock. The RSU award was granted under the 2017 Stock Incentive Plan, as amended, and will vest on August 9, 2025, provided that the reporting person remains employed at the vesting date.
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(2)
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On August 9, 2024, the reporting person received a grant of 10,777 restricted stock units ("RSU") pursuant to the terms of her employment agreement and calculated based upon the share price of RMBL Class B Common Stock at the conclusion of the second trading day following the Company's release of earnings for Q2 2024. Each RSU represents a contingent right to receive one share of RMBL Class B Common Stock. The RSU award was granted under the 2017 Stock Incentive Plan, as amended, and will vest ratably over three years on August 9, 2025; August 9, 2026; and August 9, 2027, provided that the reporting person remains employed on each vesting date.
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(3)
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On August 9, 2024, the reporting person received a grant of 32,332 performance-based restricted stock units ("PSU") pursuant to the terms of her employment agreement and calculated based upon the share price of RMBL Class B Common Stock at the conclusion of the second trading day following the Company's release of earnings for Q2 2024. Each PSU represents a contingent right to receive one share of RMBL Class B Common Stock. The PSUs vest when the minimum closing price of RMBL Class B Common Stock remains at or above a minimum closing price for at least 30 consecutive trading days ("Target"), subject to her continuous employment and other terms of the grant. Vesting is one-third of shares at each applicable Target as follows: $12 (3593 shares), $17 (3592 shares), and $22 (3592 shares). This grant was made under the 2017 Stock Incentive Plan, as amended.
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