Chief Financial Officer Kice Tiffany B. was granted 57,374 units of Class B Common Stock (SEC Form 4)
$RMBL
EDP Services
Technology
| 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
RumbleOn, Inc. [ RMBL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/09/2024 | ||||||||||||||||||||||||||
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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 B Common Stock | 08/09/2024 | A | 14,265(1) | A | (1) | 14,265 | D | |||
| Class B Common Stock | 08/09/2024 | A | 10,777(2) | A | (2) | 25,042 | D | |||
| Class B Common Stock | 08/09/2024 | A | 32,332(3) | A | (3) | 57,374 | D | |||
| Class B Common Stock | 2 | I | By Spouse | |||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| Remarks: |
| /s/ Brandy L. Treadway, attorney-in-fact for Tiffany Kice | 08/13/2024 | |
| ** 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. | ||