Filing Details

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

RumbleOn, Inc.

(Name of Issuer)

 

Class B Common Stock, $0.001 par value

(Title of Class of Securities)

 

781386305

(CUSIP Number)

 

Rick A. Werner, Esq.
Haynes and Boone, LLP
26th Floor

New York, NY 10112
(212) 659-4974

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 30, 2023

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 781386305
1.	Names of Reporting Persons   Stone House Capital Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   2,250,000
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   2,250,000

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,250,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11)   13.5% (1)
14.	Type of Reporting Person (See Instructions)   OO, IA

  

(1)	Based upon 16,671,994 shares of Class B Common Stock, $0.001 par value, outstanding as of August 8, 2023, as disclosed in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2023, filed on August 9, 2023, by the Issuer with the U.S. Securities and Exchange Commission.

  

 

CUSIP No. 781386305
1.	Names of Reporting Persons   SH Capital Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   2,250,000
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   2,250,000

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,250,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11)   13.5%
14.	Type of Reporting Person (See Instructions)   PN

  

(1)	Based upon 16,671,994 shares of Class B Common Stock, $0.001 par value, outstanding as of August 8, 2023, as disclosed in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2023, filed on August 9, 2023, by the Issuer with the U.S. Securities and Exchange Commission.

 

 

CUSIP No. 781386305
1.	Names of Reporting Persons   Mark Cohen
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization   United States

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   2,250,000
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   2,250,000

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,250,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11)   13.5%
14.	Type of Reporting Person (See Instructions)   IN, HC

   

(1)	Based upon 16,671,994 shares of Class B Common Stock, $0.001 par value, outstanding as of August 8, 2023, as disclosed in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2023, filed on August 9, 2023, by the Issuer with the U.S. Securities and Exchange Commission.

 

 

This Amendment No. 1 to Schedule 13D is jointly filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to the shares of Class B Common Stock, $0.001 par value (the “Common Stock”) of RumbleOn, Inc., a Nevada corporation (the “Issuer”), initially filed with the U.S. Securities and Exchange Commission on August 11, 2023 (as amended, the “Schedule 13D”). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

 

Item 2. Identity and Background

 

Item 2(c) is hereby amended and restated in its entirety as follows:

 

“(c) The principal business of Partners is acquiring, holding and selling securities for investment purposes. The principal business of Stone House is serving as the general partner of, and investment manager to, Partners. The present principal occupation of Mr. Cohen is serving as the managing member of Stone House. Effective as of August 30, 2023, Mr. Cohen is also a Class I director on the board of directors of the Issuer (the “Board”).”

 

Item 4. Purpose of Transaction

 

Item 4 is hereby amended and supplemented as follows:

 

“On August 30, 2023, the Board appointed Mr. Cohen as a Class I director of the Issuer to fill the vacant seat created by Shin Lee’s resignation from the Board on July 29, 2023. The Board designated Mr. Cohen as a Class I director with a term expiring at the Issuer’s 2025 annual meeting of stockholders. The Board determined that Mr. Cohen is an independent director for purposes of the Nasdaq listing requirements and Mr. Cohen is also expected to be appointed to serve as a member of the Compensation Committee of the Board.

 

Mr. Cohen will participate in the Issuer’s non-employee director compensation program, which is described under the section titled “Director Compensation” in the Issuer’s proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on June 23, 2023 and is hereby incorporated by reference to Exhibit 99.5 to this Schedule 13D. Mr. Cohen will not retain any compensation received pursuant to the Issuer’s non-employee director compensation program, as any such compensation received by Mr. Cohen will be allocated to Partners in Mr. Cohen’s capacity as the managing member of Stone House.”

 

Item 5. Interest in Securities of the Issuer

 

Item 5(c) is hereby amended and restated in its entirety as follows:

 

“(c) There have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.”

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and supplemented as follows:

 

“The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.”

 

 

Item 7. Material to be Filed as Exhibits

 

Item 7 is hereby amended and restated in its entirety as follows:

 

“The following exhibits are filed as exhibits hereto:

 

Exhibit		Description of Exhibit
99.1		Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed on August 11, 2023, by the Reporting Persons with the U.S. Securities and Exchange Commission).
99.2		Standby Purchase Agreement, dated as of August 8, 2023 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on August 11, 2023, by the Issuer with the U.S. Securities and Exchange Commission).
99.3		Press Release, dated August 9, 2023 (incorporated by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed on August 11, 2023, by the Issuer with the U.S. Securities and Exchange Commission).
99.4		Press Release, dated August 9, 2023 (incorporated by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed on August 9, 2023, by the Issuer with the U.S. Securities and Exchange Commission).
99.5		Proxy Statement, dated June 23, 2023 (incorporated by reference to the Issuer’s Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed on June 23, 2023, by the Issuer with the U.S. Securities and Exchange Commission).
99.6		Current Report on Form 8-K, dated as of August 30, 2023 (incorporated by reference to the Issuer’s Current Report on Form 8-K filed on September 5, 2023, by the Issuer with the U.S. Securities and Exchange Commission).”

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: September 5, 2023	STONE HOUSE CAPITAL MANAGEMENT, Llc
	By:	/s/ Mark Cohen
	Name:	Mark Cohen
	Title:	Managing Member
	SH Capital partners, L.P.
	By:	Stone House Capital Management, LLC
	Its:	General Partner
	By:	/s/ Mark Cohen
	Name:	Mark Cohen
	Title:	Managing Member
	MARK COHEN
	/s/ Mark Cohen

 

 

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