RumbleON Inc.

12/16/2024 | Press release | Distributed by Public on 12/16/2024 17:38

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
PULLY STEVEN J
2. Issuer Name and Ticker or Trading Symbol
RumbleOn, Inc. [RMBL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RUMBLEON, INC., 901 W WALNUT HILL, STE 110A 		3. Date of Earliest Transaction (Month/Day/Year)
12/12/2024
(Street)
IRVING, TX 75038 		4. If Amendment, Date 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
(City) (State) (Zip)
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 B Common Stock 12/12/2024 M 5,521(1) A $4.18(2) 115,613 D
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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 Underlying Securities
(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 of Derivative Security: 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
Subscription Rights (right to buy) $4.18 12/12/2024 M 81,561(3) 11/26/2024 12/12/2024 Class B Common Stock 81,561(1)(3) $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PULLY STEVEN J
C/O RUMBLEON, INC.
901 W WALNUT HILL, STE 110A
IRVING, TX 75038 		X

Signatures

Brandy L. Treadway, as Attorney-in-fact for Steven J. Pully 12/16/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Represents the number of shares of Class B common stock of the Issuer that the reporting person purchased in the Issuer's rights offering pursuant to the exercise of his subscription rights. The subscription period for the Issuer's rights offering expired at 5:00 p.m. Eastern Time, on December 12, 2024. The closing of the rights offering and the issuance of the Class B common stock of the Issuer is expected to be on or about December 17, 2024.
(2) The effective purchase price of the shares of Class B common stock of the Issuer underlying the subscription rights issued in connections with the Issuer's rights offering was $4.18 per share.
(3) The Issuer issued one subscription right for each share of the common stock owned by the reporting person as of the close of business on November 25, 2024, the record date of the rights offering. Each subscription right issued to the reporting person is exercisable for 0.0677 shares of the Class B common stock of the Issuer. The number of shares of Class B common stock of the Issuer reported in Column 7 is rounded down to the nearest whole number. The subscription rights are only exercisable for whole shares of Class B common stock of the Issuer.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.