Rush Street Interactive, Inc. — Director's Dealing 2022

Mar 12, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rush Street Interactive, Inc. (RSI)
CIK: 0001793659
Period of Report: 2022-03-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-11	Class A Common Stock	C	2000000	—	Acquired	3250000	Direct
2022-03-11	Class V Voting Stock	D	2000000	—	Disposed	14373639	Direct
2022-03-11	Class A Common Stock	C	750000	—	Acquired	750000	Indirect
2022-03-11	Class V Voting Stock	D	750000	—	Disposed	15759006	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-11	Class A Common Units of Rush Street Interactive, L.P.	$	C	2000000	Disposed		Class A Common Stock (2000000.0)	Direct
2022-03-11	Class A Common Units of Rush Street Interactive, L.P.	$	C	750000	Disposed		Class A Common Stock (750000.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
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 (258906.0)	258906	Indirect

Footnotes

F1: On March 11, 2022, the Reporting Person exchanged, pursuant to the Amended and Restated Limited Partnership Agreement of Rush Street Interactive, LP ("RSI LP"), 2,000,000 Class A Common Units of RSI LP ("RSI Units") for 2,000,000 shares of Class A Common Stock of Rush Street Interactive, Inc. (the "Issuer"), together with an equivalent number of Class V Voting Stock of the Issuer held by the Reporting Person being canceled.

F2: The amount of securities beneficially owned gives effect to the Reporting Person's forfeiture of 30,967 previously granted restricted stock units under the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan (the "Plan") as a result of the Reporting Person's resignation from all of his positions with the Issuer.

F3: 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.

F4: On March 11, 2022, the Reporting Person exchanged, pursuant to the Amended and Restated Limited Partnership Agreement of RSI LP, 750,000 RSI Units for 750,000 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.

F5: These securities are held directly by the Greg and Marcy Family Trust (the "Carlin Trust") and a related trust, the Carlin G3 Trust. The Reporting Person is the trustee of each of these trusts and may be deemed to possess voting and investment control over the securities held by such trusts.

F6: 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.

F7: Pursuant to the Amended and Restated Limited Partnership Agreement of RSI LP, beginning on June 29, 2021, 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.