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*
Dixon Denmar John

(Last) (First) (Middle)
C/O RUMBLEON, INC.
4521 SHARON ROAD, SUITE 370

(Street)
CHARLOTTE NC 28211

(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) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/15/2018
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)
Code V Amount (A) or (D) Price
Class B Common Stock 04/30/2018 M 7,000 A (1) 35,000(1) D
Class B Common Stock 05/14/2018 P 600 A $4.81 35,600 D
Class B Common Stock 05/14/2018 P 5,000 A $4.8 1,018,429 I See Footnote(2)
Class B Common Stock 7,750 I See Footnote(3)
Class B Common Stock 250 I See Footnote(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (5) 05/14/2018 M 7,000 (6) (6) Class B Common Stock 35,000 $0 28,000 D
Explanation of Responses:
1. Represents shares of RMBL Class B Common Stock received upon vesting of Restricted Stock Units ("RSUs"). The RSUs vested on April 30, 2018 and the shares of common stock were delivered on May 8, 2018.
2. Represents shares owned through Blue Flame Capital, LLC, an entity controlled by the Reporting Person.
3. Represents shares owned by the Reporting Person's spouse.
4. Represents shares owned by the Reporting Person's son.
5. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of RMBL Class B Common Stock.
6. The RSUs vest (1) 20% on the last day of the thirteenth month following the grant date, (2) 2.5% monthly on the last day of each month beginning on the last day of the fourteenth month following the grant date through the last of the twenty-fifth month following the grant date and (3) 4.17% monthly on the last day of each month beginning on the last day of the twenty-sixth month following the grant date through the last day of the thirty-seventh month following the grant date. The shares underlying the vested RSUs will be delivered to the Reporting Person on an annual basis during the thirteenth months following the grant date.
Remarks:
This amendment is being filed to reflect a decrease of 600 shares of the Issuer erroneously included in the original Form 4 filed on May 15, 2018 as being purchased by Blue Flame Capital, LLC and a corresponding increase of 600 shares of the Issuer directly purchased by the Reporting Person on May 14, 2018.
/s/ Denmar J. Dixon 11/01/2018
** 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.
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