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

Jan 9, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Rush Street Interactive, Inc. (RSI)
CIK: 0001793659
Period of Report: 2020-12-29

Reporting Person: BLUHM NEIL (Director, 10% Owner)
Reporting Person: NGB 2016 REVOCABLE TRUST (Director, 10% Owner)
Reporting Person: NGB 2013 GRANDCHILDREN'S DYNASTY TRUST (Director, 10% Owner)
Reporting Person: RUSH STREET INTERACTIVE GP, LLC (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class V Voting Stock	107521780	Indirect
Class V Voting Stock	1527334	Direct
Class V Voting Stock	1362663	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Units of Rush Street Interactive, L.P.	$		Class A Common Stock (107521780)		Indirect
Class A Common Units of Rush Street Interactive, L.P.	$		Class A Common Stock (1527334)		Direct
Class A Common Units of Rush Street Interactive, L.P.	$		Class A Common Stock (1362663)		Indirect

Footnotes

F1: These 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.

F2: These securities are held by NGB 2013 Grandchildren's Dynasty Trust (the "NGB Dynasty Trust"). The reporting person is the grantor and trustee of NGB Dynasty Trust and exercises sole voting and investment control over the securities held thereby. Mr. Bluhm may be deemed to be the beneficial owner of securities held by the NGB Dynasty Trust to the extent that he or his immediate family members are beneficiaries of such trust.

F3: These securities are held by Rush Street Interactive GP, LLC (the "RSI GP"). The reporting person is a manager of RSI GP and exercises sole voting and investment control over, and may be deemed to have an indirect beneficial ownership with respect to, the securities held thereby.

F4: Pursuant to the Amended and Restated Limited Partnership Agreement of Rush Street Interactive, L.P. ("RSI LP"), beginning on June 29, 2021, the Class A Common Units of RSI LP ("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.

F5: These securities were issued to the reporting person in connection with the transactions contemplated by the Amended and Restated Business Combination Agreement, dated October 9, 2020 and as further amended on December 4, 2020 (the "BCA"), by and among Rush Street Interactive, Inc. (f/k/a DMY Technology Group, Inc.), RSI LP and the other parties thereto, pursuant to which, among other things, the reporting person will retain a direct beneficial ownership interest in 107,521,780 Class A Common Units of RSI LP, of which 10,080,166 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA.

F6: These securities were issued to the reporting person in connection with the transactions contemplated by the BCA, pursuant to which, among other things, the reporting person will retain a beneficial ownership interest in 1,527,334 Class A Common Units of RSI, of which 143,188 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA.

F7: These securities were issued to the reporting person in connection with the transactions contemplated by the BCA, pursuant to which, among other things, the reporting person will retain an indirect beneficial ownership interest in 1,362,663 Class A Common Units of RSI, of which 127,750 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA.

F8: As of the date of filing this Form 3, these securities are held by the NGB 2016 Revocable Trust (the "NGB Revocable Trust"). The reporting person is the grantor, sole trustee and sole beneficiary of the NGB Revocable Trust.