Filing Details
- Accession Number:
- 0001654954-18-012315
- Form Type:
- 13G Filing
- Publication Date:
- 2018-11-09 16:20:37
- Filed By:
- Brewster Steven R.
- Company:
- Rumbleon Inc. (NASDAQ:RMBL)
- Filing Date:
- 2018-11-09
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Steven R. Brewster | 0 | 1,317,329 | 0 | 1,317,329 | 10. | 7.54% |
| Janelle Brewster | 0 | 1,317,329 | 0 | 1,317,329 | 1,317,329 | 7.54% |
Filing
*SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
| | RumbleOn,
Inc. | |
| | (Name of
Issuer) | |
| | | |
| | Class
B Common Stock, par value $0.001 per
share | |
| | (Title of Class of
Securities) | |
| | | |
| | 781386
206 | |
| | (CUSIP
Number) | |
| | | |
| | October
30, 2018 | |
| | (Date of Event
Which Requires Filing of this Statement) | |
| | | |
Check the
appropriate box to designate the rule pursuant to which
this Schedule is filed
| ☐ | Rule
13d-1(b) |
| ☑ | Rule
13d-1(c) |
| ☐ | Rule
13d-1(d) |
* 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 the disclosures provided in a prior cover
page.
The information
required in 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 ("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. 781386 206 |
13G | Page
2 of 7
Pages |
| 1. | Names of Reporting
Persons. I.R.S.
Identification Nos. of above persons (entities only). Steven R.
Brewster | ||
| 2. | Check the
Appropriate Box if a Member of a Group (See
Instructions) (a) ☑ (b) ☐ | ||
| 3. | SEC Use
Only | ||
| 4. | Citizenship of
Place of Organization | ||
| Number of
Shares Beneficially Owned by
Each Reporting
Person With | 5. | Sole Voting
Power 0 | |
| 6. | Shared Voting
Power 1,317,329** | ||
| 7. | Sole Dispositive
Power 0 | ||
| 8. | Shared Dispositive
Power 1,317,329** | ||
| 9. | Aggregate Amount
Beneficially Owned by each Reporting Person | ||
| 10. | Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
☐ | ||
| 11. | Percent of Class
Represented by Amount in Row 9 7.54% | ||
| 12. | Type of Reporting
Person (See Instructions) IN | ||
**
Consists of Class B Common Stock of the Issuer that the Reporting
Person has the right to acquire by way of conversion of the Series
B Non-Voting Convertible Preferred Stock.
| CUSIP
NO. 781386 206 |
13G | Page
3 of 7
Pages |
| 1. | Names of Reporting
Persons. I.R.S.
Identification Nos. of above persons (entities only). Janelle
Brewster | ||
| 2. | Check the
Appropriate Box if a Member of a Group (See
Instructions) (a) ☑ (b) ☐ | ||
| 3. | SEC Use
Only | ||
| 4. | Citizenship of
Place of Organization | ||
| Number of
Shares Beneficially Owned by
Each Reporting
Person With | 5. | Sole Voting
Power 0 | |
| 6. | Shared Voting
Power 1,317,329** | ||
| 7. | Sole Dispositive
Power 0 | ||
| 8. | Shared Dispositive
Power 1,317,329** | ||
| 9. | Aggregate Amount
Beneficially Owned by each Reporting Person 1,317,329 | ||
| 10. | Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
☐ | ||
| 11. | Percent of Class
Represented by Amount in Row 9 7.54% | ||
| 12. | Type of Reporting
Person (See Instructions) IN | ||
**
Consists of Class B Common Stock of the Issuer that the Reporting
Person has the right to acquire by way of conversion of the Series
B Non-Voting Convertible Preferred Stock.
| CUSIP
NO. 781386 206 |
13G | Page
4 of 7
Pages |
Item 1(a).
Name of Issuer.
RumbleOn,
Inc. (the “Issuer”)
Item 1(b).
Address of Issuer’s Principal Executive Offices.
4521
Sharon Road, Suite 370
Charlotte,
NC 28211
Item 2(a).
Name of Person Filing.
This
statement is being filed by: (i) Steven R. Brewster, and (ii)
Janelle Brewster (all of the foregoing, collectively, the
“Reporting Persons”).
Item 2(b).
Address of Principal Business Office or, if none,
Residence.
The
business address of each of the Reporting Persons is:
250
Bluegrass Drive
Hendersonville,
TN 37075
Item 2(c).
Organization/Citizenship.
Steven
R. Brewster and Janelle Brewster are citizens of the United States
of America.
Item 2(d).
Title of Class Of Securities.
Class B
Common Stock, par value $0.001 per share
Item 2(e). CUSIP
Number.
781386
206
Item 3. If
this statement is filed pursuant to §§ 240.13d-1(b) or
240.13d-2(b) or (c), check whether the filing person is
a:
Not
Applicable.
| CUSIP
NO. 781386 206 |
13G | Page
5 of 7
Pages |
Item 4.
Ownership.
Provide
the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
The ownership information below represents beneficial ownership of
Class B Common Stock of the Issuer as of October 30, 2018,
based upon 17,468,291 shares of Class B Common Stock
outstanding as of October 30, 2018, and the assumed conversion of
all of the outstanding Series B Non-Voting Convertible Preferred
Stock into shares of Class B Common Stock of the Issuer on a
one-to-one basis. The
Series B Non-Voting Convertible Preferred Stock will automatically
convert into Class B Common Stock 21 days after the mailing of a
definitive information statement of the type contemplated by and in
accordance with Regulation 14C of the Act, to the Reporting
Persons, without any further action on the part of the Issuer or
any Reporting Person.
| Person | Total
Shares Of Class
B Common Stock Beneficially Owned | Percent of Class | Sole Voting Power | Shared Voting Power | Sole Power to Dispose | Shared Power to Dispose |
| Steven R.
Brewster | 1,317,329(1) | 7.54% | 0 | 1,317,329 | 0 | 1,317,329 |
| Janelle
Brewster | 1,317,329(1) | 7.54% | 0 | 1,317,329 | 0 | 1,317,329 |
| (1) | Includes 1,317,329
shares of Class B Common Stock held of record by Steven R. Brewster
and Janelle Brewster, Mr. Brewster’s spouse, all of which Mr.
and Mrs. Brewster have shared voting and investment power. | ||||||||||||
Item
5. Ownership of Five
Percent or Less of a Class.
If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following: ☐
Item
6. Ownership of More
than Five Percent on Behalf of Another Person.
Not
Applicable.
Item
7. Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding
Company.
Not
Applicable.
Item
8. Identification
and Classification of Members of the Group.
See
attached Exhibit 99.1.
Item
9. Notice of
Dissolution of Group.
Not
Applicable.
| CUSIP
NO. 781386 206 |
13G | Page
6 of 7
Pages |
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §
240.14a-11.
EXHIBIT INDEX
| Exhibit
No | | Document |
| | | |
| | Joint
Filing Agreement, dated November 8, 2018, among Steven R. Brewster
and Janelle Brewster to file this joint statement on Schedule
13G. |
| CUSIP
NO. 781386 206 |
13G | Page
7 of 7
Pages |
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: November 9,
2018 | By: | /s/ Steven R.
Brewster | |
| | | Steven R.
Brewster | |
| | | | |
| Date: November 9,
2018 | By: | /s/
Janelle
Brewster | |
| | | Janelle
Brewster | |
| | | | |