0001213900-23-095102.txt : 20231212 0001213900-23-095102.hdr.sgml : 20231212 20231212160510 ACCESSION NUMBER: 0001213900-23-095102 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20231208 FILED AS OF DATE: 20231212 DATE AS OF CHANGE: 20231212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SH Capital Partners, L.P. CENTRAL INDEX KEY: 0001497279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38248 FILM NUMBER: 231481233 BUSINESS ADDRESS: STREET 1: 1019 KANE CONCOURSE STREET 2: SUITE 202 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 BUSINESS PHONE: (212) 543-1500 MAIL ADDRESS: STREET 1: 1019 KANE CONCOURSE STREET 2: SUITE 202 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stone House Capital Management, LLC CENTRAL INDEX KEY: 0001589943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38248 FILM NUMBER: 231481234 BUSINESS ADDRESS: STREET 1: 1019 KANE CONCOURSE STREET 2: SUITE 202 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 BUSINESS PHONE: (212) 543-1500 MAIL ADDRESS: STREET 1: 1019 KANE CONCOURSE STREET 2: SUITE 202 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohen Mark Alexander CENTRAL INDEX KEY: 0001591240 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38248 FILM NUMBER: 231481232 MAIL ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RumbleOn, Inc. CENTRAL INDEX KEY: 0001596961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 463951329 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 901 W. WALNUT HILL LANE STREET 2: SUITE 110A CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 214-771-9952 MAIL ADDRESS: STREET 1: 901 W. WALNUT HILL LANE STREET 2: SUITE 110A CITY: IRVING STATE: TX ZIP: 75038 FORMER COMPANY: FORMER CONFORMED NAME: RumbleON, Inc. DATE OF NAME CHANGE: 20170213 FORMER COMPANY: FORMER CONFORMED NAME: Smart Server, Inc DATE OF NAME CHANGE: 20140114 4 1 ownership.xml X0508 4 2023-12-08 0 0001596961 RumbleOn, Inc. RMBL 0001589943 Stone House Capital Management, LLC 1019 KANE CONCOURSE, SUITE 202 BAY HARBOR ISLANDS FL 33154 0 0 0 1 Member of a 10% Group 0001497279 SH Capital Partners, L.P. 1019 KANE CONCOURSE, SUITE 202 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001591240 Cohen Mark Alexander 1019 KANE CONCOURSE, SUITE 202 BAY HARBOR ISLANDS FL 33154 1 0 0 1 Member of a 10% Group 0 Class B Common Stock 2023-12-08 4 P 0 1721645 5.50 A 6398144 I See Footnotes SH Capital Partners, L.P. ("Partners") purchased 1,721,645 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 a pro rata portion of shares of Class B Common Stock of the issuer that remained unsubscribed following the expiration of the issuer's rights offering. Partners purchased the shares of Class B Common Stock of the issuer at an exercise price of $5.50 per share. 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. 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. 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. Exhibit 99.1 - Joint Filer Information (filed herewith). Exhibit 99.2 - Joint Filing Agreement (filed herewith). STONE HOUSE CAPITAL MANAGEMENT, LLC By: /s/ Mark Cohen Name: Mark Cohen Title: Managing Member 2023-12-12 SH CAPITAL PARTNERS, L.P. By: Stone House Capital Management, LLC Its: General Partner By: /s/ Mark Cohen Name: Mark Cohen Title: Managing Member 2023-12-12 MARK COHEN /s/ Mark Cohen 2023-12-12 EX-99.1 2 ea189883ex99-1_rumbleon.htm JOINT FILER INFORMATION

Exhibit 99.1

JOINT FILER INFORMATION

Other Reporting Person(s)

1.	SH CAPITAL PARTNERS, L.P.

Item	Information
Name:	SH CAPITAL PARTNERS, L.P.
Address:	1019 KANE CONCOURSE, SUITE 202 BAY HARBOR ISLANDS, FL 33154
Designated Filer:	Stone House Capital Management, LLC
Date of Event Requiring Statement (Month/Day/Year):	12/08/2023
Issuer Name and Ticker or Trading Symbol:	RumbleOn, Inc. [RMBL]
Relationship of Reporting Person(s) to Issuer:	10% Owner
If Amendment, Date Original Filed (Month/Day/Year):	Not Applicable
Individual or Joint/Group Filing:	Form filed by More than One Reporting Person
Signature:	SH CAPITAL PARTNERS, L.P.

	By:	Stone House Capital Management, LLC
	Its:	General Partner

	By:	/s/ Mark Cohen
	Name:	Mark Cohen
	Title:	Managing Member
	Date:	December 12, 2023

2.	Cohen Mark Alexander

Item	Information
Name:	Cohen Mark Alexander
Address:	1019 KANE CONCOURSE, SUITE 202 BAY HARBOR ISLANDS, FL 33154
Designated Filer:	Stone House Capital Management, LLC
Date of Event Requiring Statement (Month/Day/Year):	12/08/2023
Issuer Name and Ticker or Trading Symbol:	RumbleOn, Inc. [RMBL]
Relationship of Reporting Person(s) to Issuer:	Director; Other: Member of 10% Group
If Amendment, Date Original Filed (Month/Day/Year):	Not Applicable
Individual or Joint/Group Filing:	Form filed by More than One Reporting Person
Signature:	MARK COHEN
	/s/ Mark Cohen
	Date:	December 12, 2023

EX-99.2 3 ea189883ex99-2_rumbleon.htm JOINT FILING AGREEMENT

Exhibit 99.2

JOINT FILING AGREEMENT

December 12, 2023

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the applicable exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

Date: December 12, 2023

	STONE HOUSE CAPITAL MANAGEMENT, LLC

	By:	/s/ Mark Cohen
	Name:	Mark Cohen
	Title:	Managing Member
	Date:	December 12, 2023

	SH CAPITAL PARTNERS, L.P.

	By:	Stone House Capital Management, LLC
	Its:	General Partner

	By:	/s/ Mark Cohen
	Name:	Mark Cohen
	Title:	Managing Member
	Date:	December 12, 2023

	MARK COHEN

	/s/ Mark Cohen
	Date:	December 12, 2023