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Rumble Inc. — Director's Dealing 2025
Feb 12, 2025
31515_dirs_2025-02-11_57586137-3ea9-4eee-82a8-07dcf36c9a07.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: 2025-02-07
Reporting Person: Ramolo Claudio (Chief Content Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-02-07 | Class A Common Stock, par value $0.0001 per share | C | 1457085 | — | Acquired | 1457085 | Indirect |
| 2025-02-07 | Class C Common Stock, par value $0.0001 per share | J | 1457085 | — | Disposed | 716135 | Indirect |
| 2025-02-07 | Class A Common Stock, par value $0.0001 per share | M | 4812646 | $0.03 | Acquired | 4826929 | Direct |
| 2025-02-07 | Class A Common Stock, par value $0.0001 per share | S | 1457085 | $7.50 | Disposed | 0 | Indirect |
| 2025-02-07 | Class A Common Stock, par value $0.0001 per share | S | 4812646 | $7.50 | Disposed | 14283 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-02-07 | Exchangeable Shares | $0 | C | 1457085 | Disposed | Class A Common Stock, par value $0.0001 per share (1457085) | Indirect | |
| 2025-02-07 | Stock Option (Right to Buy) | $0.03 | M | 4812646 | Disposed | 2040-09-01 | Class A Common Stock, par value $0.0001 per share (4812646) | Direct |
Footnotes
F1: Represents the exchange (on a 1-for-1 basis) by the Reporting Person of Exchangeable Shares issued by 1000045728 Ontario Inc. ("ExchangeCo"), a corporation formed under the laws of the Province of Ontario, Canada, and an indirect subsidiary of the Issuer, for shares of Class A Common Stock of the Issuer ("Class A Common Stock").
F2: In connection with the exchange, an equivalent number of voting, non-economic shares of Class C Common Stock of the Issuer ("Class C Common Stock") held by the Reporting Person were cancelled by the Issuer.
F3: Represents the sale of shares of Class A Common Stock to the Issuer in the Issuer's self tender offer that closed on February 7, 2025.
F4: 1000748378 Ontario Inc. ("Ontario") is the record holder of the shares. Ontario is wholly owned by Claudio Ramolo and therefore, Mr. Ramolo has voting and dispositive power over such shares and may be deemed to beneficially own such shares.
F5: Consists of Exchangeable Shares issued by ExchangeCo. Each Exchangeable Share is exchangeable at the election of the holder thereof for one share of Class A Common Stock. The Exchangeable Shares are currently exercisable and have no expiration date.
F6: Consists of Stock Options that the Reporting Person received in exchange for his outstanding options in Rumble Inc. (n/k/a Rumble Canada Inc.) ("Rumble Canada") pursuant to the terms of the Business Combination Agreement, dated as of December 1, 2021 (the "BCA"), by and between the Issuer and Rumble Canada. Includes 3,756,960 "earnout" Stock Options that are subject to the vesting and forfeiture requirements specified in the BCA.