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: CARLIN GREGORY A (Director, Chief Executive Officer, 10% Owner)
Reporting Person: GREG & MARCY CARLIN FAMILY TRUST (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class V Voting Stock	17623639	Direct
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 (17623639)		Direct
Class A Common Units of Rush Street Interactive, L.P.	$		Class A Common Stock (16509006)		Indirect
Class A Common Units of Rush Street Interactive, L.P.	$		Class A Common Stock (258906)		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 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.

F3: 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.

F4: 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 17,623,639 Class A Common Units of RSI LP, of which 1,652,216 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA.

F5: 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 16,509,006 Class A Common Units of RSI, of which 1,547,719 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 an indirect beneficial ownership interest in 258,906 Class A Common Units of RSI, of which 24,273 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA.

F7: 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.