EX-99.1

0000950170-24-037418.txt : 20240327 0000950170-24-037418.hdr.sgml : 20240327 20240327181638 ACCESSION NUMBER: 0000950170-24-037418 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240325 FILED AS OF DATE: 20240327 DATE AS OF CHANGE: 20240327 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SH Capital Partners, L.P. CENTRAL INDEX KEY: 0001497279 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38248 FILM NUMBER: 24792473 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38248 FILM NUMBER: 24792472 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 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38248 FILM NUMBER: 24792474 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] ORGANIZATION NAME: 06 Technology 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 4 X0508 4 2024-03-25 0001596961 RumbleOn, Inc. RMBL 0001591240 Cohen Mark Alexander 1019 KANE CONCOURSE, SUITE 202 BAY HARBOR ISLANDS FL 33154 true false false true Member of a 10% Group 0001497279 SH Capital Partners, L.P. 1019 KANE CONCOURSE, SUITE 202 BAY HARBOR ISLANDS FL 33154 false false true false 0001589943 Stone House Capital Management, LLC 1019 KANE CONCOURSE, SUITE 202 BAY HARBOR ISLANDS FL 33154 false false false true Member of a 10% Group false Class B Common Stock 2024-03-25 4 A false 12225 A 12225 D Class B Common Stock 6398144 I See Footnotes On March 25, 2024, Mark Cohen received a grant of 12,225 restricted stock units ("RSUs") calculated based upon the share price at the conclusion of the second trading day following the issuer's release of earnings for Q2 2023. Each RSU represents a contingent right to receive one share of Class B Common Stock of the issuer. The RSUs will vest in equal installments on April 1, 2024 and July 1, 2024, which are the remaining vesting dates for the director grants, and are subject to pro rata vesting if Mr. Cohen leaves the board of directors of the issuer before the end of each quarterly vesting period. The RSUs are held in an account by Mr. Cohen for the benefit of SH Capital Partners, L.P. ("Partners") and upon each vesting date, the shares are intended to be transferred to Partners. This statement is jointly filed by and on behalf of each of Mr. Cohen, Partners and Stone House Capital Management, LLC ("Stone House"). Partners is the record and direct beneficial owner of the securities. 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). MARK COHEN, /s/ Mark Cohen 2024-03-27 STONE HOUSE CAPITAL MANAGEMENT, LLC, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member 2024-03-27 SH CAPITAL PARTNERS, L.P., By: Stone House Capital Management, LLC, Its: General Partner, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member 2024-03-27 EX-99.1 2 rmbl-ex99_1.htm EX-99.1 EX-99.1

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:	Mark Cohen
Date of Event Requiring Statement (Month/Day/Year):	03/25/2024
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: March 27, 2024

2. Stone House Capital Management, LLC


Item	Information
Name:	Stone House Capital Management, LLC
Address:	1019 KANE CONCOURSE, SUITE 202 BAY HARBOR ISLANDS, FL 33154
Designated Filer:	Mark Cohen
Date of Event Requiring Statement (Month/Day/Year):	03/25/2024
Issuer Name and Ticker or Trading Symbol:	RumbleOn, Inc. [RMBL]
Relationship of Reporting Person(s) to Issuer:	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:	Stone House Capital Management, LLC By: /s/ Mark Cohen Name: Mark Cohen Title: Managing Member Date: March 27, 2024

EX-99.2 3 rmbl-ex99_2.htm EX-99.2 EX-99.2

EXHIBIT 99.2

JOINT FILING AGREEMENT

March 27, 2024

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: March 27, 2024

     
MARK COHEN
 
/s/ Mark Cohen
Date:	March 27, 2024
 
STONE HOUSE CAPITAL MANAGEMENT, LLC
 
By:	/s/ Mark Cohen
Name: 	Mark Cohen
Title: 	Managing Member
Date:	March 27, 2024

     
    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:	March 27, 2024