Gregory A. Carlin - Mar 11, 2022 Form 4 Insider Report for Rush Street Interactive, Inc. (RSI)

Role
10%+ Owner
Signature
Gregory A. Carlin: /s/ Kyle Sauers as Attorney-in-fact
Stock symbol
RSI
Transactions as of
Mar 11, 2022
Transactions value $
$0
Form type
4
Date filed
3/11/2022, 08:37 PM
Previous filing
Dec 10, 2021
Next filing
May 31, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RSI Class A Common Stock Conversion of derivative security $0 +2M +160% $0.00 3.25M Mar 11, 2022 Direct F1, F2
transaction RSI Class V Voting Stock Disposed to Issuer $0 -2M -12.21% $0.00 14.4M Mar 11, 2022 Direct F1, F3
transaction RSI Class A Common Stock Conversion of derivative security $0 +750K $0.00 750K Mar 11, 2022 By Greg and Marcy Carlin Family Trust F4, F5
transaction RSI Class V Voting Stock Disposed to Issuer $0 -750K -4.54% $0.00 15.8M Mar 11, 2022 By Greg and Marcy Carlin Family Trust F4, F5
holding RSI Class V Voting Stock 259K Mar 11, 2022 By Rush Street Interactive GP, LLC F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RSI Class A Common Units of Rush Street Interactive, L.P. Conversion of derivative security $0 -2M -12.21% $0.00 14.4M Mar 11, 2022 Class A Common Stock 2M Direct F7
transaction RSI Class A Common Units of Rush Street Interactive, L.P. Conversion of derivative security $0 -750K -4.54% $0.00 15.8M Mar 11, 2022 Class A Common Stock 750K By Greg and Marcy Carlin Family Trust F5, F7
holding RSI Class A Common Units of Rush Street Interactive, L.P. 259K Mar 11, 2022 Class A Common Stock 259K By Rush Street Interactive GP, LLC F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 11, 2022, the Reporting Person exchanged, pursuant to the Amended and Restated Limited Partnership Agreement of Rush Street Interactive, LP ("RSI LP"), 2,000,000 Class A Common Units of RSI LP ("RSI Units") for 2,000,000 shares of Class A Common Stock of Rush Street Interactive, Inc. (the "Issuer"), together with an equivalent number of Class V Voting Stock of the Issuer held by the Reporting Person being canceled.
F2 The amount of securities beneficially owned gives effect to the Reporting Person's forfeiture of 30,967 previously granted restricted stock units under the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan (the "Plan") as a result of the Reporting Person's resignation from all of his positions with the Issuer.
F3 The shares of Class V Voting Stock of the Issuer provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Voting Stock will be entitled to vote as a common stockholder of the Issuer, with the number of votes equal to the number of shares of Class V Voting Stock held at the time of such vote.
F4 On March 11, 2022, the Reporting Person exchanged, pursuant to the Amended and Restated Limited Partnership Agreement of RSI LP, 750,000 RSI Units for 750,000 shares of Class A Common Stock of the Issuer, together with an equivalent number of Class V Voting Stock of the Issuer held by the Reporting Person being canceled.
F5 These securities are held directly by the Greg and Marcy Family Trust (the "Carlin Trust") and a related trust, the Carlin G3 Trust. The Reporting Person is the trustee of each of these trusts and may be deemed to possess voting and investment control over the securities held by such trusts.
F6 These securities are held directly by Rush Street Interactive GP, LLC ("RSI GP"). The Reporting Person is a manager of and controls 19% of the voting units in RSI GP and may be deemed to be a beneficial owner of the securities held thereby. The Reporting Person disclaims beneficial ownership of the securities held by RSI GP except to the extent of his pecuniary interest therein.
F7 Pursuant to the Amended and Restated Limited Partnership Agreement of RSI LP, beginning on June 29, 2021, the RSI Units beneficially owned by the Reporting Person may be exchanged, subject to certain conditions, for one share of Class A Common Stock of the Issuer. Upon such exchange, an equivalent number of shares of Class V Voting Stock then held by the Reporting Person will be canceled.