0000950170-24-044696.txt : 20240416 0000950170-24-044696.hdr.sgml : 20240416 20240416133005 ACCESSION NUMBER: 0000950170-24-044696 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240412 FILED AS OF DATE: 20240416 DATE AS OF CHANGE: 20240416 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: 24847023 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: 24847022 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: 24847024 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 2024-04-12 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 2024-04-12 4 G false 6113 D 6112 D Class B Common Stock 2024-04-12 4 G false 6113 A 6404257 I See Footnotes As previously reported, on March 25, 2024, Mark Cohen received a grant of 12,225 restricted stock units ("RSUs") for his service on the board of directors of the issuer. Mr. Cohen's serves on the board of directors of the issuer in connection with SH Capital Partners, L.P.'s ("Partners'") investment in the issuer. On April 1, 2024, 6,113 of the RSUs vested and were initially held in an account by Mr. Cohen for the benefit of Partners. On April 12, 2024, the shares were transferred to Partners for no consideration. The transfer represents a "bona fide gift" under Rule 16b-5 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Act"), and as such, the transaction is exempt for matching and short-swing liability purposes under Section 16(b) of the Act. 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 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 Index Exhibit 99.1 - Joint Filer Information (filed herewith). Exhibit 99.2 - Joint Filing Agreement (filed herewith). MARK COHEN, /s/ Mark Cohen 2024-04-16 STONE HOUSE CAPITAL MANAGEMENT, LLC, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member 2024-04-16 SH CAPITAL PARTNERS, L.P., By: Stone House Capital Management, LLC, Its: General Partner, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member 2024-04-16 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):

 

04/12/2024

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:

April 16, 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):

 

04/12/2024

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:

April 16, 2024

 

 

 

 

 

 

 

 

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

 

EXHIBIT 99.2

 

JOINT FILING AGREEMENT

 

April 16, 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: April 16, 2024

 

MARK COHEN

 

 

 

/s/ Mark Cohen

Date:

April 16, 2024

 

 

 

 

STONE HOUSE CAPITAL MANAGEMENT, LLC

 

 

 

By:

/s/ Mark Cohen

Name:

Mark Cohen

 

Title:

Managing Member

 

Date:

April 16, 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:

April 16, 2024