Mark Cohen - Jun 4, 2025 Form 4 Insider Report for RumbleOn, Inc. (RMBL)

Signature
MARK COHEN, /s/ Mark Cohen
Stock symbol
RMBL
Transactions as of
Jun 4, 2025
Transactions value $
$0
Form type
4
Date filed
6/6/2025, 05:30 PM
Previous filing
Dec 23, 2024

Reporting Owners (3)

Name Relationship Address Signature Signature date CIK
Cohen Mark Alexander Director, Member of a 10% Group 1019 KANE CONCOURSE, SUITE 202, BAY HARBOR ISLANDS MARK COHEN, /s/ Mark Cohen 2025-06-06 0001591240
SH Capital Partners, L.P. 10%+ Owner 1019 KANE CONCOURSE,, SUITE 202, BAY HARBOR ISLANDS STONE HOUSE CAPITAL MANAGEMENT, LLC, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member 2025-06-06 0001497279
Stone House Capital Management, LLC Member of a 10% Group 1019 KANE CONCOURSE,, SUITE 202, BAY HARBOR ISLANDS SH CAPITAL PARTNERS, L.P., By: Stone House Capital Management, LLC, Its: General Partner, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member 2025-06-06 0001589943

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RMBL Class B Common Stock Award $0 +61.7K +216.35% $0.00 90.3K Jun 4, 2025 Direct F1, F3, F5, F6
transaction RMBL Class B Common Stock Gift -28.5K -31.61% 61.7K Jun 6, 2025 Direct F2, F3, F5, F6
transaction RMBL Class B Common Stock Gift +28.5K +0.4% 7.1M Jun 6, 2025 See Footnotes F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On June 4, 2025, Mark Cohen received a grant of 61,728 restricted stock units (the " June 2025 RSUs") calculated based on the share price at the close of trading on June 4, 2025. Each June 2025 RSU represents a contingent right to receive one share of RMBL Class B Common Stock. The June 2025 RSUs will vest on June 4, 2026, and are subject to pro rata vesting if Mr. Cohen leaves the board of directors before that date. The June 2025 RSUs are held in an account by Mr. Cohen for the benefit of SH Capital Partners, L.P. ("Partners") and upon the applicable vesting date, the shares are intended to be transferred to Partners.
F2 As previously reported, on August 9, 2024, Mark Cohen received a grant of 28,531 restricted stock units (the "August 2024 RSUs") for his service on the board of directors of the issuer. Mr. Cohen serves on the board of directors of the issuer in connection with Partners' investment in the issuer. On June 4, 2025, 28,531 of the August 2024 RSUs vested and were initially held in an account by Mr. Cohen for the benefit of Partners. On June 6, 2025, 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.
F3 This statement is jointly filed by and on behalf of each of Mr. Cohen, Partners and Stone House Capital Management, LLC ("Stone House").
F4 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.
F5 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.
F6 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 Filing Agreement (filed herewith).