FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/16/2022 |
3. Issuer Name and Ticker or Trading Symbol
Rumble Inc. [ RUM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock, par value $0.0001 per share | 1,100,000(1) | D | |
Class C Common Stock, par value $0.0001 per share | 104,682,403(2) | D | |
Class D Common Stock, par value $0.0001 per share | 105,782,403 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Exchangeable Shares(3) | (3) | (3) | Class A Common Stock, par value $0.0001 per share | 104,682,403(3) | (3) | D | |
Stock Option (Right to Buy)(4) | 09/16/2022 | 09/01/2040 | Class A Common Stock, par value $0.0001 per share | 34,399,769(4) | $0.03 | D |
Explanation of Responses: |
1. Consists of 1,100,000 restricted stock units (RSUs) granted to Mr. Pavlovski on September 16, 2022, pursuant to the Rumble Inc. 2022 Stock Incentive Plan. Each RSU represents the contingent right to receive one share of Class A Common Stock. Subject to Mr. Pavlovski's continuous employment through the applicable vesting dates, one-third of the RSUs will vest on each of September 16, 2023, September 16, 2024, and September 16, 2025. |
2. Gives effect to the repurchase by Rumble Inc. (f/k/a CF Acquisition Corp. VI) (the "Company") on September 16, 2022, of 1,100,000 shares of Class C Common Stock from Mr. Pavlovski pursuant to the Share Repurchase Agreement dated as of December 1, 2021. Includes 34,858,165 shares of Class C Common Stock that are subject to the vesting and forfeiture requirements specified in the Business Combination Agreement (the "BCA"), dated as of December 1, 2021, by and between the Company and Rumble Inc. (n/k/a Rumble Canada Inc.) ("Rumble Canada"). |
3. Consists of Exchangeable Shares issued by 1000045728 Ontario Inc., a corporation formed under the laws of the Province of Ontario, Canada, and an indirect subsidiary of the Company. Includes 34,858,165 Exchangeable Shares that are subject to the vesting and forfeiture requirements specified in the BCA. Each Exchangeable Share is exchangeable at the election of the holder thereof for one share of Class A Common Stock of the Company. The Exchangeable Shares are currently exercisable and have no expiration date. |
4. Consists of Stock Options that Mr. Pavlovski received in exchange for his outstanding options in Rumble Canada pursuant to the terms of the BCA. Includes 11,335,655 "earnout" Stock Options that are subject to the vesting and forfeiture requirements specified in the BCA. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Michael Ellis, as Attorney-in-Fact | 09/26/2022 | |
** 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 5 (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. |