RumbleON Inc.

12/16/2024 | Press release | Distributed by Public on 12/16/2024 20:31

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
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Coulter William
2. Issuer Name and Ticker or Trading Symbol
RumbleOn, Inc. [RMBL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 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 427,964(1) A $4.18(2) 6,777,984(3) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 6,321,489(4) 11/26/2024 12/12/2024 Class B Common Stock 427,964(1)(4) $ 0 0 D

Reporting Owners

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

Signatures

/s/ William Coulter 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 William Coulter (the "Reporting Person") purchased in the issuer's rights offering (the "Rights Offering") pursuant to the exercise of his subscription rights. The shares of Class B Common Stock subscribed for by the Reporting Person are expected to be formally issued by the issuer on or about December 17, 2024. The results of the issuer's Rights Offering are preliminary and subject to change pending finalization of subscription procedures by the subscription agent.
(2) The effective purchase price of the shares of Class B Common Stock of the issuer underlying the subscription rights issued in connection with the Rights Offering was $4.18 per share.
(3) Includes 1,317,005 shares of Class B Common Stock of the issuer held by The WRC 2021 Irrevocable Trust, for which the Reporting Person serves as Trustee, and 67,410 shares of Class B Common Stock of the issuer held by WJC Properties, L.L.C., for which the Reporting Person serves as Manager.
(4) The issuer issued one subscription right for each share of Class B 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.