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Rumble Inc. — Director's Dealing 2022
Sep 20, 2022
31515_dirs_2022-09-20_44b9b380-3e2f-49e9-ad28-21fdef7bbd37.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Rumble Inc. (RUM)
CIK: 0001830081
Period of Report: 2022-09-16
Reporting Person: CFAC Holdings VI, LLC (Former 10% holder)
Reporting Person: CANTOR FITZGERALD, L. P. (See footnote 5)
Reporting Person: CF GROUP MANAGEMENT INC (See footnote 5)
Reporting Person: LUTNICK HOWARD W (See footnote 5)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2022-09-16 | Class A common stock | P | 1159000 | $10 | Acquired | 1159000 | Direct |
| 2022-09-16 | Class A common stock | P | 1875000 | — | Acquired | 3034000 | Direct |
| 2022-09-16 | Class A common stock | D | 7480000 | $0.00 | Acquired | 10514000 | Direct |
| 2022-09-16 | Class A common stock | D | 700000 | $0.00 | Acquired | 11214000 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2022-09-16 | Class B Common Stock | $ | D | 7480000 | Disposed | Class A Common Stock (7480000) | Direct | |
| 2022-09-16 | Warrants | $11.50 | D | 375000 | Disposed | 2027-09-16 | Class A Common Stock (375000) | Direct |
| 2022-09-16 | Warrants | $11.50 | D | 175000 | Disposed | 2027-09-16 | Class A Common Stock (175000) | Direct |
Footnotes
F1: Pursuant to that certain Subscription Agreement, dated December 1, 2021, by and between the issuer and CFAC Holdings VI, LLC (the "Sponsor"), and certain assignment agreements dated September 14 and 15, 2022, the Sponsor purchased an aggregate of 1,159,000 shares of Class A common stock, par value $0.0001 per share, of the issuer ("Class A Common Stock") on September 16, 2022 in a private placement that consummated in connection with the issuer's initial business combination with Rumble Inc., an Ontario corporation ("Legacy Rumble")
F2: Pursuant to that certain Forward Purchase Contract, dated February 18, 2021, by and between the issuer and the Sponsor, the Sponsor purchased an aggregate of 1,875,000 shares of Class A Common Stock and 375,000 warrants (each, a "Warrant"), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.
F3: As described in the issuer's registration statement on Form S-1 (File No. 333-252598) under the heading "Description of Securities--Founder Shares", upon consummation of the issuer's initial business combination and waiver of the Sponsor's anti-dilution rights in connection with the conversion, the shares of Class B common stock converted into shares of Class A common stock on a one-for-one basis.
F4: These shares represent shares of Class A common stock issued to the Sponsor upon separation of the 700,000 private placement units previously purchased by the Sponsor from the issuer in February 2021, each unit comprised of one share of common stock and one-fourth of one Warrant. The Sponsor acquired the private placement units for a purchase price of $10.00 per unit in a private placement that consummated in connection with the issuer's initial public offering.
F5: The Sponsor is the record holder of the securities reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the trustee of the sole stockholder of CFGM. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.