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    Amendment: SEC Form SC 13G/A filed by Rush Street Interactive Inc.

    11/14/24 4:33:49 PM ET
    $RSI
    Services-Misc. Amusement & Recreation
    Consumer Discretionary
    Get the next $RSI alert in real time by email
    SC 13G/A 1 sayw24111416_13ga.htm



    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    SCHEDULE 13G

    Under the Securities Exchange Act of 1934
    (Amendment No. 2)*

    Rush Street Interactive, Inc.
     (Name of Issuer)

     Class A Common Stock, par value $0.0001 per share
     (Title of Class of Securities)

     782011100
     (CUSIP Number)

     September 30, 2024
     (Date of Event which Requires Filing of this Statement)

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
     
     
    ☒
    Rule 13d-1(b)

     
    ☐
    Rule 13d-1(c)

     
    ☐
    Rule 13d-1(d)

    * The remainder of this cover page shall be filled out for a person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



    CUSIP No. 782011100
    13G
    Page 2 of 9 Pages
    1
    NAMES OF REPORTING PERSONS
     
     
    Nomura Holdings, Inc.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Japan
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    1,708 (1)
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    1,708 (1)
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    1,708
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
    Not applicable
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.0% (2)
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    HC
     
     
     
     
    (1)
    This represents 1,708 shares of Class A Common Stock beneficially owned by Nomura Securities International, Inc. (“NSI”). NSI is a wholly owned subsidiary of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own the shares of Class A Common Stock beneficially owned by NSI.

    (2)
    The percent of class is calculated based on 83,108,062 shares of Class A Common Stock outstanding as of July 31, 2024, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2024 filed with the SEC on August 1, 2024.


    CUSIP No. 782011100
    13G
    Page 3 of 9 Pages
    1
    NAMES OF REPORTING PERSONS
     
     
    Nomura Securities International, Inc.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    New York
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    1,708
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    1,708
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    1,708
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
    Not applicable
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.0% (3)
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    BD
     
     
     
     

    (3)
    The percent of class is calculated based on 83,108,062 shares of Class A Common Stock outstanding as of July 31, 2024, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2024 filed with the SEC on August 1, 2024.


    CUSIP No. 782011100
    13G
    Page 4 of 9 Pages
    Item 1.
    (a)
    Name of Issuer:
         
     

    Rush Street Interactive, Inc. (the “Issuer”)
         
     
    (b)
    Address of Issuer's Principal Executive Offices:
         
       
    900 N. Michigan Avenue, Suite 950
        Chicago, Illinois 60611


    Item 2.
    (a)
    Name of Person(s) Filing:
       
    Nomura Holdings, Inc.
       
    Nomura Securities International, Inc.
         
     
    (b)
    Address of Principal Business Office or, if none, Residence:
       
    Nomura Holdings, Inc.
       
    13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan

       
    Nomura Securities International, Inc.
       
    Worldwide Plaza
       
    309 West 49th Street
       
    New York, NY 10019
         
     
    (c)
    Citizenship:
       
    Nomura Holdings, Inc.
       
    Japan
         
       
    Nomura Securities International, Inc.
        New York

     
    (d)
    Title of Class of Securities:
         
       
    Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)

     
    (e)
    CUSIP Number:
         
       
    782011100

    Item 3.
    If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

     
    (a)
    ☒
    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
    (b)
    ☐
    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
    (c)
    ☐
    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
    (d)
    ☐
    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
     
    (e)
    ☐
    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
    (f)
    ☐
    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
    (g)
    ☒
    A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);


    CUSIP No. 782011100
    13G
    Page 5 of 9 Pages
     
    (h)
    ☐
    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
    (i)
    ☐
    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
    (j)
    ☐
    A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
     
    (k)
    ☐
    Group, in accordance with § 240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

    Item 4.
    Ownership.

    Items 5-11 of the cover pages are incorporated by reference.

    Item 5.
    Ownership of Five Percent or Less of a Class.

    If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.

    Item 6.
    Ownership of More than Five Percent on Behalf of Another Person.

    Not applicable

    Item 7.
    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

    See Exhibit B

    Item 8.
    Identification and Classification of Members of the Group.

    Not applicable

    Item 9.
    Notice of Dissolution of Group.

    Not applicable

    Item 10.
    Certification.

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


    CUSIP No. 782011100
    13G
    Page 6 of 9 Pages
    SIGNATURE
     
    After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
     
    EXECUTED as a sealed instrument this 14th day of November, 2024.
     
     
    Nomura Holdings, Inc.
       
     
    /s/ Samir Patel
     
     
    Name:  Samir Patel
     
    Title:  Managing Director

     
    Nomura Securities International, Inc.
       
     
    /s/ Fernando Del Puerto
     
     
    Name:  Fernando Del Puerto
     
    Title:  Managing Director


    CUSIP No. 782011100
    13G
    Page 7 of 9 Pages
    Index to Exhibits
    Exhibit
    Exhibit
    A
    Joint Filing Agreement
    B
    Subsidiaries


    CUSIP No. 782011100
    13G
    Page 8 of 9 Pages
    EXHIBIT A

    JOINT FILING AGREEMENT

    In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this Joint Filing Agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Joint Filing Agreement as of November 14, 2024.

    Nomura Holdings, Inc.
     
       
    /s/ Samir Patel
     
    Name:  Samir Patel
     
    Title:  Managing Director
     

    Nomura Securities International, Inc.
     
       
    /s/ Fernando Del Puerto
     
    Name:  Fernando Del Puerto
     
    Title:  Managing Director
     


    CUSIP No. 782011100
    13G
    Page 9 of 9 Pages
    EXHIBIT B

    SUBSIDIARIES

    Nomura Securities International, Inc. is a wholly owned subsidiary of Nomura Holdings, Inc.



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