Claudio Ramolo - Feb 7, 2025 Form 4 Insider Report for Rumble Inc. (RUM)

Role
Chief Content Officer
Signature
/s/ Sergey Milyukov, as Attorney-in-Fact
Stock symbol
RUM
Transactions as of
Feb 7, 2025
Transactions value $
-$46,878,603
Form type
4
Date filed
2/11/2025, 09:41 PM
Previous filing
Apr 5, 2024
Next filing
Apr 7, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RUM Class A Common Stock, par value $0.0001 per share Conversion of derivative security $0 +1.46M $0.00 1.46M Feb 7, 2025 See footnote F1, F4
transaction RUM Class C Common Stock, par value $0.0001 per share Other $0 -1.46M -67.05% $0.00 716K Feb 7, 2025 See footnote F2, F4
transaction RUM Class A Common Stock, par value $0.0001 per share Options Exercise $144K +4.81M +33694.92% $0.03 4.83M Feb 7, 2025 Direct
transaction RUM Class A Common Stock, par value $0.0001 per share Sale -$10.9M -1.46M -100% $7.50 0 Feb 7, 2025 See footnote F3, F4
transaction RUM Class A Common Stock, par value $0.0001 per share Sale -$36.1M -4.81M -99.7% $7.50 14.3K Feb 7, 2025 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RUM Exchangeable Shares Conversion of derivative security $0 -1.46M -67.05% $0.00 716K Feb 7, 2025 Class A Common Stock, par value $0.0001 per share 1.46M $0.00 See footnote F4, F5
transaction RUM Stock Option (Right to Buy) Options Exercise $0 -4.81M -43.35% $0.00 6.29M Feb 7, 2025 Class A Common Stock, par value $0.0001 per share 4.81M $0.03 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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").
F2 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.
F3 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.
F4 1000748378 Ontario Inc. ("Ontario") is the record holder of the shares. Ontario is wholly owned by Claudio Ramolo and therefore, Mr. Ramolo has voting and dispositive power over such shares and may be deemed to beneficially own such shares.
F5 Consists of Exchangeable Shares issued by ExchangeCo. 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.
F6 Consists of Stock Options that the Reporting Person received in exchange for his outstanding options in Rumble Inc. (n/k/a Rumble Canada Inc.) ("Rumble Canada") pursuant to the terms of the Business Combination Agreement, dated as of December 1, 2021 (the "BCA"), by and between the Issuer and Rumble Canada. Includes 3,756,960 "earnout" Stock Options that are subject to the vesting and forfeiture requirements specified in the BCA.

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.