Rush Street Interactive, Inc. — Director's Dealing 2021

Dec 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rush Street Interactive, Inc. (RSI)
CIK: 0001793659
Period of Report: 2021-12-10

Reporting Person: CARLIN GREGORY A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-10	Class A Common Stock	C	1250000	—	Acquired	1280967	Direct
2021-12-10	Class V Voting Stock	D	1250000	—	Disposed	16373639	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-10	Class A Common Units of Rush Street Interactive, L.P.	$	C	1250000	Disposed		Class A Common Stock (1250000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class V Voting Stock	16509006	Indirect
Class V Voting Stock	258906	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Units of Rush Street Interactive, L.P.	$		Class A Common Stock (16509006.0)	16509006	Indirect
Class A Common Units of Rush Street Interactive, L.P.	$		Class A Common Stock (258906.0)	258906	Indirect

Footnotes

F1: On December 10, 2021, the reporting person exchanged, pursuant to the Amended and Restated Limited Partnership Agreement of Rush Street Interactive, LP ("RSI LP"), 1,250,000 Class A Common Units of RSI LP ("RSI Units") for 1,250,000 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.

F2: 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.

F3: These securities are held directly by the Greg and Marcy Family Trust (the "Carlin Trust"). The reporting person is the trustee of the Carlin Trust and may be deemed to possess voting and investment control over the securities held by the Carlin Trust.

F4: 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.

F5: Pursuant to the Amended and Restated Limited Partnership Agreement of RSI LP, 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.