Chief Executive Officer Pavlovski Christopher sold $74,934,622 worth of shares (9,991,283 units at $7.50), disposed of 9,991,283 units of Class D Common Stock, converted options into 9,636,434 shares and disposed of 9,636,434 units of Class C Common Stock, increasing direct ownership by 10,813% to 95,791,120 units (SEC Form 4)
$RUM
Computer Software: Programming Data Processing
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| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rumble Inc. [ RUM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/07/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 A Common Stock, par value $0.0001 per share | 02/07/2025 | C(1) | 9,636,434 | A | $0 | 9,636,434 | I | See footnote(5) | ||
| Class C Common Stock, par value $0.0001 per share | 02/07/2025 | J(2) | 9,636,434 | D | $0 | 95,045,969(3) | I | See footnote(5) | ||
| Class A Common Stock, par value $0.0001 per share | 02/07/2025 | S(4) | 9,636,434 | D | $7.5 | 0 | I | See footnote(5) | ||
| Class A Common Stock, par value $0.0001 per share | 02/07/2025 | S(4) | 354,849 | D | $7.5 | 522,927 | D | |||
| Class D Common Stock, par value $0.0001 per share | 02/07/2025 | J(6) | 9,991,283 | D | $0 | 95,791,120 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Exchangeable Shares | $0 | 02/07/2025 | C | 9,636,434 | (7) | (7) | Class A Common Stock, par value $0.0001 per share | 9,636,434 | $0 | 95,045,969(7) | I | See footnote(5) | |||
| Explanation of Responses: |
| 1. Represents the exchange (on a 1-for-1 basis) by the Reporting Person of Exchangeable Shares issued by 1000045728 Ontario Inc. ("ExchangeCo"), a corporation formed under the laws of the Province of Ontario, Canada, and an indirect subsidiary of the Issuer, for shares of Class A Common Stock of the Issuer ("Class A Common Stock"). |
| 2. In connection with the exchange, an equivalent number of voting, non-economic shares of Class C Common Stock of the Issuer ("Class C Common Stock") held by the Reporting Person were cancelled by the Issuer. |
| 3. Includes 34,858,165 shares of Class C Common Stock that are subject to the vesting and forfeiture requirements specified in the Business Combination Agreement, dated as of December 1, 2021 (the "BCA"), by and between the Issuer (f/k/a CF Acquisition Corp. VI) and Rumble Canada Inc. (f/k/a Rumble Inc.). |
| 4. Represents the sale of shares of Class A Common Stock to the Issuer in the Issuer's self tender offer that closed on February 7, 2025 (the "Tender Offer"). |
| 5. 1000748380 Ontario Ltd. ("Ontario") is the record holder of the shares. Ontario is wholly owned by Christopher Pavlovski and therefore, Mr. Pavlovski has voting and dispositive power over such shares and may be deemed to beneficially own such shares. |
| 6. In connection with the sale by the Reporting Person of shares of Class A Common Stock in the Tender Offer, an equivalent number of voting, non-economic shares of Class D Common Stock of the Issuer held by the Reporting Person were cancelled by the Issuer. |
| 7. Consists of Exchangeable Shares issued by ExchangeCo. Includes 34,858,165 Exchangeable Shares that are subject to the vesting and forfeiture requirements specified in the BCA. Each Exchangeable Share is exchangeable at the election of the holder thereof for one share of Class A Common Stock. The Exchangeable Shares are currently exercisable and have no expiration date. |
| Remarks: |
| The transactions contemplated by this Form 4 were approved by the Company's Board of Directors for purposes of the exemption under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. |
| /s/ Sergey Milyukov, as Attorney-in-Fact | 02/11/2025 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||