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* Dixon Denmar John (Last) (First) (Middle) C/O RUMBLEON, INC. 901 W. WALNUT HILL LANE (Street) IRVING TX 75038 (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) 02/03/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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	02/03/2021		M		8,153	A	(1)	31,930(2)	D
Class B Common Stock								62,642	I	see footnote(3)
Class B Common Stock								75	I	see footnote(4)
Class B Common Stock								638	I	see footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(6)(7)	02/03/2021		M			8,153	(8)	(8)	Class B Common Stock	8,153	$0	0	D
Restricted Stock Units	(6)(9)							(10)	(10)	Class B Common Stock	4,928		4,928	D
Restricted Stock Units	(6)(11)							(12)	(12)	Class B Common Stock	2,125		2,125	D

Explanation of Responses:

1. Represents shares of RumbleOn, Inc. ("RMBL") Class B Common Stock received upon vesting of Restricted Stock Units ("RSUs").

2. Includes 2,641 shares held in a joint account with the Reporting Person's spouse.

3. Represents shares owned through Blue Flame Capital, LLC, an entity controlled by the Reporting Person.

4. Represents shares owned by the Reporting Person's son.

5. Represents shares owned by the Reporting Person's spouse.

6. Each RSU represents a contingent right to receive one share of RMBL Class B Common Stock.

7. These RSUs were approved by the compensation committee (the "Compensation Committee") of the board of directors of RMBL on July 15, 2020, subject to shareholder approval of the amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan stock under which the RSUs were granted and ratification of this RSU award. RMBL shareholders approved the plan on August 25, 2020.

8. These RSUs were scheduled to vest in four equal quarterly installments beginning September 30, 2020, and were subject to prorata vesting if a director leaves the Board of Directors before the end of each quarterly vesting period. The Compensation Committee approved the accelerated vesting of these RSUs, and these RSUs vested on February 3, 2021.

9. These RSUs were granted on January 5, 2021.

10. These RSUs vest in 12 equal monthly installments at the end of each month beginning January 31, 2021 and will be delivered on a quarterly basis beginning on March 31, 2021, and are subject to prorata vesting if a director leaves the Board of Directors before the end of each vesting period.

11. These RSUs were granted on June 25, 2018.

12. 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 day 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.

	/s/ Denmar J. Dixon	02/05/2021
	** 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).
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