CFAC Holdings VI Form 4 Rumble / FITZGERALD, L. P. CANTOR 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^*

CFAC Holdings VI, LLC

(Last)

(First)

(Middle)

110 EAST 59TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rumble Inc. [ RUM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2022

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 A common stock	09/16/2022		P		1,159,000	A	$10⁽¹⁾	1,159,000	D⁽⁵⁾
Class A common stock	09/16/2022		P		1,875,000	A	⁽²⁾	3,034,000	D⁽⁵⁾
Class A common stock	09/16/2022		D		7,480,000	A	$0.00⁽³⁾	10,514,000	D⁽⁵⁾
Class A common stock	09/16/2022		D		700,000	A	$0.00⁽⁴⁾	11,214,000	D⁽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)
Class B Common Stock	⁽³⁾	09/16/2022		D⁽³⁾			7,480,000	⁽³⁾	⁽³⁾	Class A Common Stock	7,480,000	$0.00	0	D⁽⁵⁾
Warrants	$11.5	09/16/2022		D⁽²⁾			375,000	10/16/2022	09/16/2027	Class A Common Stock	375,000	⁽²⁾	375,000	D⁽⁵⁾
Warrants	$11.5	09/16/2022		D⁽⁴⁾			175,000	10/16/2022	09/16/2027	Class A Common Stock	175,000	⁽⁴⁾	550,000	D⁽⁵⁾

1. Name and Address of Reporting Person^*

CFAC Holdings VI, LLC

(Last)

(First)

(Middle)

110 EAST 59TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CANTOR FITZGERALD, L. P.

(Last)

(First)

(Middle)

110 EAST 59TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CF GROUP MANAGEMENT INC

(Last)

(First)

(Middle)

110 EAST 59TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LUTNICK HOWARD W

(Last)

(First)

(Middle)

110 EAST 59TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. Pursuant to that certain Subscription Agreement, dated December 1, 2021, by and between the issuer and CFAC Holdings VI, LLC (the "Sponsor"), and certain assignment agreements dated September 14 and 15, 2022, the Sponsor purchased an aggregate of 1,159,000 shares of Class A common stock, par value $0.0001 per share, of the issuer ("Class A Common Stock") on September 16, 2022 in a private placement that consummated in connection with the issuer's initial business combination with Rumble Inc., an Ontario corporation ("Legacy Rumble")

2. Pursuant to that certain Forward Purchase Contract, dated February 18, 2021, by and between the issuer and the Sponsor, the Sponsor purchased an aggregate of 1,875,000 shares of Class A Common Stock and 375,000 warrants (each, a "Warrant"), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.

3. As described in the issuer's registration statement on Form S-1 (File No. 333-252598) under the heading "Description of Securities--Founder Shares", upon consummation of the issuer's initial business combination and waiver of the Sponsor's anti-dilution rights in connection with the conversion, the shares of Class B common stock converted into shares of Class A common stock on a one-for-one basis.

4. These shares represent shares of Class A common stock issued to the Sponsor upon separation of the 700,000 private placement units previously purchased by the Sponsor from the issuer in February 2021, each unit comprised of one share of common stock and one-fourth of one Warrant. The Sponsor acquired the private placement units for a purchase price of $10.00 per unit in a private placement that consummated in connection with the issuer's initial public offering.

5. The Sponsor is the record holder of the securities reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the trustee of the sole stockholder of CFGM. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

	/s/ Howard Lutnick, as Chief Executive Officer of CFAC Holdings VI, LLC	09/20/2022
	/s/ Howard Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P.	09/20/2022
	/s/ Howard Lutnick, as Chief Executive Officer of CF Group Management Inc.	09/20/2022
	/s/ Howard Lutnick	09/20/2022
	** Signature of Reporting Person	Date
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CFAC Holdings VI Form 4Rumble / FITZGERALD, L. P. CANTOR ownership change