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^*

Cohen Mark Alexander

(Last)

(First)

(Middle)

1019 KANE CONCOURSE, SUITE 202

(Street)

BAY HARBOR ISLANDS

33154

(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		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of a 10% Group

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	07/17/2024		G		4,882⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	0	D⁽³⁾⁽⁵⁾⁽⁶⁾
Class B Common Stock	07/17/2024		G		4,882⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	6,409,139	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

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)

1. Name and Address of Reporting Person^*

Cohen Mark Alexander

(Last)

(First)

(Middle)

1019 KANE CONCOURSE, SUITE 202

(Street)

BAY HARBOR ISLANDS

33154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of a 10% Group

1. Name and Address of Reporting Person^*

SH Capital Partners, L.P.

(Last)

(First)

(Middle)

1019 KANE CONCOURSE, SUITE 202

(Street)

BAY HARBOR ISLANDS

33154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Stone House Capital Management, LLC

(Last)

(First)

(Middle)

1019 KANE CONCOURSE, SUITE 202

(Street)

BAY HARBOR ISLANDS

33154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a 10% Group

Explanation of Responses:

1. As previously reported, on March 25, 2024, Mark Cohen received a grant of 12,225 restricted stock units ("RSUs") for his service on the board of directors of the issuer. On June 25, 2024, the grant was revised to 10,995 RSUs to reflect the time that Mr. Cohen became a director on the board of directors of the issuer. The previously reported total amount of the grant (12,225 RSUs) did not account for such proration. Mr. Cohen serves on the board of directors of the issuer in connection with SH Capital Partners, L.P.'s ("Partners'") investment in the issuer. On July 1, 2024, 4,882 of the RSUs vested (representing the full vesting of the revised grant of 10,995 RSUs) and were initially held in an account by Mr. Cohen for the benefit of Partners.

2. (continued from footnote 1) On July 17, 2024, the shares were transferred to Partners for no consideration. The transfer represents a "bona fide gift" under Rule 16b-5 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Act"), and as such, the transaction is exempt for matching and short-swing liability purposes under Section 16(b) of the Act.

3. This statement is jointly filed by and on behalf of each of Mr. Cohen, Partners and Stone House Capital Management, LLC ("Stone House").

4. Partners is the record and direct beneficial owner of the securities. Stone House is the general partner and investment manager of, and may be deemed to beneficially own securities owned by, Partners. Mr. Cohen is the managing member of, and may be deemed to beneficially own securities owned by, Stone House.

5. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

6. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

Remarks:

Exhibit 99.1 - Joint Filer Information (filed herewith). Exhibit 99.2 - Joint Filing Agreement (filed herewith).

	MARK COHEN, /s/ Mark Cohen	07/19/2024
	STONE HOUSE CAPITAL MANAGEMENT, LLC, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member	07/19/2024
	SH CAPITAL PARTNERS, L.P., By: Stone House Capital Management, LLC, Its: General Partner, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member	07/19/2024
	** 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).
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Member of a 10% Group Cohen Mark Alexander gifted 4,882 units of Class B Common Stock and received a gift of 4,882 units of Class B Common Stock (SEC Form 4)