Stone House Capital Management Form 4 RumbleOn / Mark Alexander Cohen 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

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 10% Group

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2024

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	12/19/2024		P⁽¹⁾		349,333⁽¹⁾	A	$4.18⁽²⁾	7,075,815	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Class B Common Stock								28,531⁽⁶⁾	D⁽³⁾⁽⁴⁾⁽⁵⁾

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)

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)

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)

Explanation of Responses:

1. SH Capital Partners, L.P. ("Partners") purchased 349,333 shares of Class B Common Stock of the issuer pursuant to a backstop private placement of the issuer, whereby Partners, as previously agreed to, purchased the shares of Class B Common Stock of the issuer that remained unsubscribed following the expiration of the issuer's rights offering.

2. Partners purchased the shares of Class B Common Stock of the issuer at an exercise price of $4.18 per share.

3. This statement is jointly filed by and on behalf of each of Stone House Capital Management, LLC ("Stone House"), Partners and Mark Cohen. Partners is the record and direct beneficial owner of the securities covered by this statement. 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.

4. 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 Securities Exchange Act of 1934, as amended (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.

5. 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.

6. Represents 28,531 restricted stock units ("RSUs") awarded to Mark Cohen on August 9, 2024, which have not yet vested. The RSUs are currently held in an account by Mr. Cohen for the benefit of Partners and upon the applicable vesting date, the shares of Class B Common Stock are intended to be transferred to Partners.

Remarks:

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

	MARK COHEN, /s/ Mark Cohen	12/23/2024
	STONE HOUSE CAPITAL MANAGEMENT, LLC, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member	12/23/2024
	SH CAPITAL PARTNERS, L.P., By: Stone House Capital Management, LLC, Its: General Partner, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member	12/23/2024
	** 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.

Stone House Capital Management Form 4RumbleOn / Mark Alexander Cohen ownership change