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

Apr 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rush Street Interactive, Inc. (RSI)
CIK: 0001793659
Period of Report: 2021-03-29

Reporting Person: de Masi Niccolo (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-29	Class A common stock	M	3337500	$11.50	Acquired	3337500	Indirect
2021-03-29	Class A common stock	D	2051596	$18.708	Disposed	1285904	Indirect
2021-03-29	Class A common stock	S	70000	$15.5653	Disposed	1215904	Indirect
2021-03-30	Class A common stock	S	552500	$15.0108	Disposed	663404	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-29	Private Placement Warrants (right to buy)	$	M	3337500	Disposed	2025-12-29	Class A Common Stock (3337500)	Indirect

Footnotes

F1: On March 29, 2021, Isalea Investments LP, exercised 3,337,500 warrants (the "Private Placement Warrants"), on a cashless basis pursuant to the Warrant Agreement, dated as of February 20, 2020, by and between the Issuer and Continental Stock Transfer & Trust Company (the "Warrant Agreement"), with each Private Placement Warrant exercisable for one share of Class A common stock per Private Placement Warrant at a price of $11.50 per share. The disposition of Common Stock in connection with the cashless exercise was exempted pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended, by resolution of the board of directors of the Issuer prior to the disposition.

F2: These shares are held directly by Isalea Investments LP, of which the Reporting Person is the Managing Member. The Reporting Person may be deemed to have beneficial ownership of the shares held directly by Isalea Investments LP. The Reporting Person disclaims beneficial ownership of such shares, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose.

F3: The Class A common stock was sold by Isalea Investments LP in open market transactions on the transaction date, with a weighted average price of $15.5653. The range of the sale price on the transaction date was $15.25 to $16.215 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

F4: The Class A common stock was sold by Isalea Investments LP in open market transactions on the transaction date, with a volume weighted average price of $15.0108. The range of the sale price on the transaction date was $15.00 to $15.45 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

F5: These Private Placement Warrants are held directly by Isalea Investments LP, of which the Reporting Person is the Managing Member. The Reporting Person may be deemed to have beneficial ownership of the Private Placement Warrants held directly by Isalea Investments LP. The Reporting Person disclaims beneficial ownership of such Private Placement Warrants, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the Private Placement Warrants for purposes of Section 16 or for any other purpose.

F6: The number of shares issuable upon a cashless exercise is determined, in accordance with Section 3.3.1(c) of the Warrant Agreement by dividing (x) the product of the number of shares of Class A common stock underlying the Private Placement Warrants multiplied by the difference between $11.50 and the Fair Market Value by (y) the Fair Market Value. For this purpose, the "Fair Market Value" is equal to the average closing price of the Issuer's Class A common stock for the ten (10) trading days ending on the third trading day prior to March 25, 2021. The Issuer has calculated the Fair Market Value to be $18.708.