RideNow Group, Inc. — Director's Dealing 2021

Feb 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RumbleON, Inc. (RMBL)
CIK: 0001596961
Period of Report: 2021-02-03

Reporting Person: Dixon Denmar John (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-03	Class B Common Stock	M	8153	—	Acquired	31930	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-03	Restricted Stock Units	$	M	8153	Disposed		Class B Common Stock (8153)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	62642	Indirect
Class B Common Stock	75	Indirect
Class B Common Stock	638	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class B Common Stock (4928)	4928	Direct
Restricted Stock Units	$		Class B Common Stock (2125)	2125	Direct

Footnotes

F1: Represents shares of RumbleOn, Inc. ("RMBL") Class B Common Stock received upon vesting of Restricted Stock Units ("RSUs").

F2: Includes 2,641 shares held in a joint account with the Reporting Person's spouse.

F3: Represents shares owned through Blue Flame Capital, LLC, an entity controlled by the Reporting Person.

F4: Represents shares owned by the Reporting Person's son.

F5: Represents shares owned by the Reporting Person's spouse.

F6: Each RSU represents a contingent right to receive one share of RMBL Class B Common Stock.

F7: These RSUs were approved by the compensation committee (the "Compensation Committee") of the board of directors of RMBL on July 15, 2020, subject to shareholder approval of the amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan stock under which the RSUs were granted and ratification of this RSU award. RMBL shareholders approved the plan on August 25, 2020.

F8: These RSUs were scheduled to vest in four equal quarterly installments beginning September 30, 2020, and were subject to prorata vesting if a director leaves the Board of Directors before the end of each quarterly vesting period. The Compensation Committee approved the accelerated vesting of these RSUs, and these RSUs vested on February 3, 2021.

F9: These RSUs were granted on January 5, 2021.

F10: These RSUs vest in 12 equal monthly installments at the end of each month beginning January 31, 2021 and will be delivered on a quarterly basis beginning on March 31, 2021, and are subject to prorata vesting if a director leaves the Board of Directors before the end of each vesting period.

F11: These RSUs were granted on June 25, 2018.

F12: The RSUs vest (1) 20% on the last day of the thirteenth month following the grant date, (2) 2.5% monthly on the last day of each month beginning on the last day of the fourteenth month following the grant date through the last day of the twenty-fifth month following the grant date and (3) 4.17% monthly on the last day of each month beginning on the last day of the twenty-sixth month following the grant date through the last day of the thirty-seventh month following the grant date.