Rush Street Interactive, Inc. — Major Shareholding Notification 2024

Dec 5, 2024

SC 13D/A 1 tm2429633d2_sc13da.htm SC 13D/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

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Rush Street Interactive, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

233253 103

(CUSIP Number)

Gregory A. Carlin

c/o Crowell & Moring, LLP

455 N. Cityfront Plaza

Suite 3600

Chicago, IL 60611

(312) 840-3102

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

December 3, 2024

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 233253 103 Schedule 13D Page 2 of 5

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| 1 | NAMES
OF REPORTING PERSONS Gregory A. Carlin | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ⌧  (b) ¨ | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 10,899,432 (1) |
| | 8 | SHARED
VOTING POWER 258,906 (2) |
| | 9 | SOLE
DISPOSITIVE POWER 10,899,432 (1) |
| | 10 | SHARED
DISPOSITIVE POWER 258,906 (2) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,158,338 | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.94% (3) | |
| 14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |

(1)	Represents (i) 0 shares of Class A Common Stock and 6,523,639 shares of Class V Common Stock held of record by Mr. Carlin; and (ii) 66,787 shares of Class A Common Stock and 4,309,006 shares of Class V Common Stock held of record by the Greg and Marcy Carlin Family Trust for which Mr. Carlin, as a trustee of the Greg and Marcy Carlin Family Trust, may be deemed to be a beneficial owner.
(2)	Represents 258,906 shares of Class V Common Stock held of record by Rush Street Interactive GP, LLC (“RSI GP”), for which Mr. Carlin may be deemed to be a beneficial owner.
(3)	Based on information provided by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2024 as filed with the SEC on October 31, 2024, the Issuer reported 88,607,034 shares of Class A Common Stock and 137,088,928 shares of Class V Common Stock outstanding on October 30, 2024. The Class V Common Stock (together with an equal number of corresponding RSI Units) are convertible into an equivalent number of shares of Class A Common Stock, and, prior to such exchange, the Class V Common Stock votes together with the Class A Common Stock on all matters and accordingly provides as-converted voting rights to holders of RSI Units. In accordance with the SEC’s rules for calculating “beneficial ownership,” which requires the Reporting Person to assume conversion of all of such person’s shares of Class V Common Stock and RSI Units (and disregard Class V Common Stock held by other persons, notwithstanding their current voting rights), the Reporting Person would be deemed to beneficially own approximately 12.59% of the outstanding shares of Class A Common Stock, provided that, 4.94% would nevertheless represent the Reporting Person’s actual economic and voting interest in the Issuer.

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CUSIP No. 233253 103 Schedule 13D Page 3 of 5

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| 1 | NAMES
OF REPORTING PERSONS Greg and Marcy Carlin Family Trust | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ⌧  (b) ¨ | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Illinois | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 4,375,793 (1) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 4,375,793 (1) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,375,793 (1) | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.94% (2) | |
| 14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |

(1)

Mr. Carlin, as a trustee of the Greg and Marcy Carlin Family Trust, may be deemed to be the beneficial owner of securities held by the Greg and Marcy Carlin Family Trust.

(2)

Based on information provided by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2024 as filed with the SEC on October 31, 2024, the Issuer reported 88,607,034 shares of Class A Common Stock and 137,088,928 shares of Class V Common Stock outstanding on October 30, 2024. The Class V Common Stock (together with an equal number of corresponding RSI Units) are convertible into an equivalent number of shares of Class A Common Stock, and, prior to such exchange, the Class V Common Stock votes together with the Class A Common Stock on all matters and accordingly provides as-converted voting rights to holders of RSI Units. In accordance with the SEC’s rules for calculating “beneficial ownership,” which requires the Reporting Person to assume conversion of all of such person’s shares of Class V Common Stock and RSI Units (and disregard Class V Common Stock held by other persons, notwithstanding their current voting rights), the Reporting Person would be deemed to beneficially own approximately 4.94% of the outstanding shares of Class A Common Stock, provided that, 1.94% would nevertheless represent the Reporting Person’s actual economic and voting interest in the Issuer.

EXPLANATORY NOTE

This final Amendment No. 8 to Schedule 13D (“Amendment No. 8”) relates to the Class A Common Stock of Rush Street Interactive, Inc. (the “Issuer”). This Amendment No. 8 amends and supplements, as set forth below, the Schedule 13D filed with the SEC by certain of the Reporting Persons with respect to the Issuer on January 8, 2021; Amendment No. 1 to Schedule 13D filed on December 30, 2021; Amendment No. 2 to Schedule 13D filed on August 3, 2022; Amendment No. 3 to Schedule 13D filed on March 6, 2023; Amendment No. 4 to Schedule 13D filed on August 21, 2024; Amendment No. 5 to Schedule 13D filed on October 11, 2024, Amendment No. 6 to Schedule 13D filed on November 1, 2024, and Amendment No. 7 to Schedule 13D filed on November 27, 2024 (collectively, the “Schedule 13D”). All capitalized terms not otherwise defined in this Amendment No. 8 have the meanings ascribed to such terms in the Schedule 13D. The Schedule 13D is amended and supplemented by adding the information contained in this Amendment No. 8, and only those items amended are reported herein. The Reporting Persons are filing this Amendment No. 8 to report certain sales transactions by the Reporting Persons.

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CUSIP No. 233253 103 Schedule 13D Page 4 of 5

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Item 5. Interest in Securities of the Issuer

Item 5(a), (b) and (c) of the 13D are each hereby amended and restated in their entirety as follows:

(a) and (b) The percentage of beneficial ownership in this Schedule 13D is based on an aggregate of 88,607,034 shares of Class A Common Stock and 137,088,928 shares of Class V Common Stock reported by the Issuer as outstanding on October 30, 2024, based on information provided by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2024 as filed with the SEC on October 31, 2024. Class A Common Stock and Class V Common Stock vote together on all matters as a single class, including on the election of directors to the Issuer’s board.

The aggregate number of shares of Class V Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

Mr. Carlin is the direct beneficial owner of 0 shares of Class A Common Stock and 6,523,639 shares of Class V Common Stock.

The Greg and Marcy Carlin Family Trust is the direct beneficial owner of 66,787 shares of Class A Common Stock and 4,309,006 shares of Class V Common Stock. Mr. Carlin is a trustee of the Greg and Marcy Carlin Family Trust.

RSI GP is the direct beneficial owner of 1,362,663 shares of Class V Common Stock. Mr. Carlin is no longer a member of the board of managers of RSI GP. Mr. Carlin owns 19% of the units of RSI GP and may be deemed to possess indirect beneficial ownership of the shares of Class V Common Stock held by RSI GP. Mr. Carlin disclaims beneficial ownership of the securities held by RSI GP, except to the extent of his proportionate ownership and pecuniary interest in such securities. The share ownership reported for the Reporting Persons does not include any shares of Class V Common Stock owned by the other members of RSI GP (other than shares held by RSI GP reflecting Mr. Carlin’s proportionate pecuniary interest and indirect beneficial ownership in such securities), and each of the Reporting Persons disclaims beneficial ownership of any shares of Class V Common Stock owned by the other members of RSI GP (other than shares held by RSI GP reflecting Mr. Carlin’s proportionate pecuniary interest and indirect beneficial ownership in such securities).

(c) See Exhibit 20 for information on transactions by the Reporting Persons.

Item 7. Material to be Filed as Exhibits

Item 7 of the 13D is hereby amended and supplemented as follows:

Exhibit 20 Schedule of Transactions, in response to Item 5(c)

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CUSIP No. 233253 103 Schedule 13D Page 5 of 5

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SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 4, 2024

/s/ Gregory A. Carlin
Gregory A. Carlin

GREG AND MARCY CARLIN FAMILY TRUST

By:	/s/ Gregory A. Carlin
Name:	Gregory A. Carlin, Trustee

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