SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Coulter William

(Last)

(First)

(Middle)

C/O RUMBLEON, INC.

901 W WALNUT HILL, STE 110A

(Street)

IRVING

75038

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2024

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	12/12/2024		M		427,964⁽¹⁾	A	$4.18⁽²⁾	6,777,984⁽³⁾	D

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾	$0.00	0	D

Explanation of Responses:

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.

	/s/ William Coulter	12/16/2024
	** 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.

Director Coulter William exercised 427,964 units of Class B Common Stock at a strike of $4.18, increasing direct ownership by 7% to 6,777,984 units (SEC Form 4)