You Harry L. Form 4 Rush Street Interactive / Harry L. You ownership change

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).

1. Name and Address of Reporting Person^*

You Harry L.

(Last)

(First)

(Middle)

C/O RUSH STREET INTERACTIVE, INC.

900 N. MICHIGAN AVENUE, SUITE 950

(Street)

CHICAGO

60611

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rush Street Interactive, Inc. [ RSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2021

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 A Common Stock								5,750,000⁽³⁾⁽⁴⁾	I	See Footnotes⁽³⁾⁽⁴⁾

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)
Private Placement Warrants (right to buy)	$11.5⁽²⁾	03/08/2021		J⁽¹⁾		3,337,500		01/28/2021	12/29/2025	Class A Common Stock	3,337,500⁽²⁾	$0.00⁽¹⁾	3,337,500	D

Explanation of Responses:

1. The private placement warrants acquired by the Reporting Person and reported herein were received in a distribution by dMY Sponsor, LLC (the "Sponsor") to certain of its members in accordance with the Sponsor's Operating Agreement. As a manager of the Sponsor, the Reporting Person previously may have been deemed to be an indirect beneficial owner of the securities previously held directly by the Sponsor.

2. Each private placement warrant is exercisable for one share of Class A common stock of the Issuer at price of $11.50 per share, subject to adjustment, pursuant to the Warrant Agreement, dated as of February 20, 2020, by and between the Issuer and Continental Stock Transfer & Trust Company and as described under the heading "Description of Capital Stock-Warrants-Private Placement Warrants" in the Issuer's registration statement on Form S-1, filed with the SEC on January 31, 2020, as amended.

3. Includes 1,212,813 shares of Class A Common Stock placed into escrow subject to the achievement of certain earnout targets pursuant to that certain business combination agreement dated as of July 27, 2020, as amended and amended and restated (the "Business Combination Agreement").

4. (continued from footnote 3) The remaining shares of Class A Common Stock are held by the Sponsor and are generally not transferable, assignable or salable until the earlier of (A) December 29, 2021 or earlier if, subsequent to Business Combination, the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing on May 28, 2021, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their Class A Common Stock for cash, securities or other property. As a manager of the Sponsor, the Reporting Person previously may have been deemed to be an indirect beneficial owner of the securities previously held by the Sponsor.

Remarks:

This Form 4 is being filed late due to inadvertent administrative error.

	/s/ Harry L. You	03/31/2021
	** 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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You Harry L. Form 4Rush Street Interactive / Harry L. You ownership change