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CUSIP Nos. 781386
107 and 781386 206
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Page 2 of
8
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1.
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NAMES
OF REPORTING PERSONS
Berrard
Holdings Limited Partnership
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) ☑
(see
instructions) (b)
☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
WC,
OO
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
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6.
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CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE
VOTING POWER
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125,000
shares of Class A Common Stock*
2,310,013
shares of Class B Common Stock*
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8.
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SHARED
VOTING POWER
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9.
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SOLE
DISPOSITIVE POWER
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125,000
shares of Class A Common Stock*
2,310,013
shares of Class B Common Stock*
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10.
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SHARED
DISPOSITIVE POWER
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11.
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
shares of Class A Common Stock*
2,310,013 shares of
Class B Common Stock*
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(see
instructions)
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13.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
12.5%
of Class A Common Stock
(1)
32.1%
of Class B Common Stock
(2)
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14.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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*
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Berrard Holdings
Limited Partnership (“Berrard Holdings”) beneficially
owns 125,000 shares of Class A Common Stock and 2,310,013 shares of
Class B Common Stock. The shares of Class B Common Stock include
272,513 shares of Class B Common Stock issuable upon conversion of
a promissory note help by Berrard Holdings as of February 13, 2017.
Berrard Holdings is a limited partnership controlled by Steven R.
Berrard.
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(1)
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Based
on 1,000,000 shares of the Company's Class A Common Stock
outstanding as of February 13, 2017.
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(2)
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Based
on 6,923,809 shares of the Company's Class B Common Stock
outstanding as of February 13, 2017.
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CUSIP Nos. 781386
107 and 781386 206
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Page 3 of
8
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1.
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NAMES
OF REPORTING PERSONS
Steven
R. Berrard
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) ☑
(see
instructions) (b)
☐
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (see instructions)
PF,
OO
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5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
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|
6.
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
125,000
shares of Class A Common Stock*
2,310,013
shares of Class B Common Stock*
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8.
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SHARED
VOTING POWER
|
|
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9.
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SOLE
DISPOSITIVE POWER
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125,000
shares of Class A Common Stock*
2,310,013
shares of Class B Common Stock*
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10.
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SHARED
DISPOSITIVE POWER
|
|
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11.
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
shares of Class A Common Stock*
2,310,013 shares of
Class B Common Stock*
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(see
instructions)
|
|
13.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
12.5%
of Class A Common Stock
(1)
32.1%
of Class B Common Stock
(2)
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14.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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*
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Berrard
Holdings Limited Partnership (“Berrard Holdings”)
beneficially owns 125,000 shares of Class A Common Stock and
2,310,013 shares of Class B Common Stock. The shares of Class B
Common Stock include 272,513 shares of Class B Common Stock
issuable upon conversion of a promissory note help by Berrard
Holdings as of February 13, 2017. Berrard Holdings is a limited
partnership controlled by Steven R. Berrard.
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(1)
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Based
on 1,000,000 shares of the Company's Class A Common Stock
outstanding as of February 13, 2017.
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(2)
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Based
on 6,923,809 shares of the Company's Class B Common Stock
outstanding as of February 13, 2017.
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CUSIP Nos. 781386
107 and 781386 206
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Page 4 of
8
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Item 1. Security and Issuer.
This
Schedule 13D is filed by Steven R. Berrard and Berrard Holdings
Limited Partnership ("Berrard Holdings") (collectively, the
“Reporting Person”) with respect to shares of Class A
Common Stock, par value $0.001 per share (the "Class A Common
Stock"), and Class B Common Stock, par value $0.001 per share (the
"Class B Common Stock"), of RumbleON, Inc., a Nevada corporation
(the “Issuer”), formerly known as Smart Server, Inc.
The principal executive offices of the Issuer are located at 4521
Sharon Road, Suite 370, Charlotte, North Carolina
28211.
On
January 9, 2017, the Issuer's Board of Directors (the "Board") and
stockholders holding 6,375,000 of the Issuer's issued and
outstanding shares of common stock approved an amendment to the
Issuer's Articles of Incorporation (the "Certificate of
Amendment"), to change the name of the Issuer to RumbleON, Inc. and
to create an additional class of common stock of the Company. The
Certificate of Amendment became effective on February 13, 2017 (the
"Effective Date"), after the notice and accompanying Information
Statement describing the amendment was furnished to non-consenting
stockholders of the Issuer in accordance with Nevada and Federal
securities law.
Immediately
before the Effective Date, the Issuer had authorized 100,000,000
shares of common stock, par value $0.001 per share (the "Authorized
Common Stock"), including 6,400,000 issued and outstanding shares
of common stock (the "Outstanding Common Stock," and together with
the Authorized Common Stock, the "Common Stock"). Pursuant to the
Certificate of Amendment, the Issuer designated 1,000,000 shares of
Authorized Common Stock as Class A Common Stock, which Class A
Common Stock ranks pari passu with all of the rights and privileges
of the Common Stock, except that holders of the Class A Common
Stock are entitled to ten votes per share of Class A Common Stock
issued and outstanding and (ii) all other shares of Common Stock,
including all shares of Outstanding Common Stock are deemed Class B
Common Stock, which Class B Common Stock is identical to the Class
A Common Stock in all respects, except that holders of the Class B
Common Stock are entitled to one vote per share of Class B Common
Stock issued and outstanding.
Item 2. Identity and Background.
On July
13, 2016, Berrard Holdings acquired 5,475,000 shares of Common
Stock (the “Shares”) of the Issuer from Pamela Elliott,
pursuant to an Amended and Restated Stock Purchase Agreement, dated
July 13, 2016. The Shares acquired by Berrard Holdings represented
99.5% of the Issuer’s issued and outstanding shares of Common
Stock. Steven R. Berrard, a director, Chief Financial Officer and
Secretary of the Issuer, has voting and dispositive control over
Berrard Holdings. The aggregate purchase price for the Shares was
$148,141, which Berrard Holdings paid from cash on hand. In
addition, at the closing, Berrard Holdings loaned the Issuer, and
the Issuer executed a promissory note, in the principal amount of
$191,858 payable to Berrard Holdings (the “Note”).
Effective August 31, 2017, the Note was amended to increase the
principal amount by $5,500 to $197,358 in aggregate amount payable
to Berrard Holdings (the "Amendment").
The
terms of the Note provide for an interest rate of 6% per annum with
all accrued balances due and payable in July 2026. The debt is
convertible into shares of Common Stock at a rate of $0.75. A copy
of the Note and the Amendment are attached hereto as Exhibit 10.1
and Exhibit 10.2, respectively, and incorporated herein by
reference.
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CUSIP Nos. 781386
107 and 781386 206
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Page 5 of
8
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On
October 24, 2016, Berrard Holdings sold an aggregate of 2,412,500
shares of Common Stock of the Issuer to certain purchasers (the
“Stockholders”), pursuant to a letter agreement (each,
a “Purchase Agreement”), dated October 24, 2016 (the
"Transaction").
On
January 9, 2017, the Issuer's Board and stockholders holding
6,375,000 of the Company's issued and outstanding shares of Common
Stock approved the issuance to the Reporting Person of 125,000
shares of Class A Common Stock in exchange for an equal number of
shares of Class B Common Stock held by the Reporting Person (the
"Issuance"), which Issuance became effective at the Effective
Time.
The
125,000 shares of the Issuer's Class A Common Stock acquired by the
Reporting Person represent 12.5% of the Issuer’s issued and
outstanding shares of Class A Common Stock. The 2,310,013 shares of
the Issuer's Class B Common Stock held by the Reporting Person
represent 32.1% of the Issuer’s issued and outstanding shares
of Class B Common Stock.
The
principal business address of the Reporting Person is 4521 Sharon
Road, Suite 370, Charlotte, North Carolina 28211. Mr. Berrard's
principal occupation is Chief Financial Officer of the Issuer. Mr.
Berrard is a United States citizen. Berrard Holdings is a limited
partnership organized under the State of Florida.
During
the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations and similar
misdemeanors) or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of
which such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws,
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
The
information in Item 2 is incorporated herein by
reference.
Item
4. Purpose of Transaction.
The
information in Item 2 is incorporated herein by
reference.
Other
than as described above, the Reporting Person does not have any
present plan or proposal which relates to, or would result in any
action with respect to, the matters listed in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
(a) The
Reporting Person is the beneficial owner of (i) 125,000 shares of
Class A Common Stock of the Issuer, representing 12.5% of the
Issuer's Class A Common Stock and (ii) 2,310,013 shares of Class B
Common Stock of the Issuer, representing 32.1% of the
Issuer’s Class B Common Stock. The percentage of beneficial
ownership is based upon (i) 1,000,000 shares of Class A Common
Stock and (ii) 6,923,809 shares of Class B Common Stock outstanding
as of February 13, 2017.
(b) The
information contained on the cover page to this Schedule 13D is
incorporated herein by reference.
(c)
Transactions in the Issuer’s securities affected by the
Reporting Persons during the past sixty days:
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CUSIP Nos. 781386
107 and 781386 206
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Page 6 of
8
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The
information set forth above in Item 2 is incorporated herein by
reference.
There
were no additional transactions in the last 60 days.
(d)-(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
On
January 8, 2017, the Issuer entered into an Asset Purchase
Agreement with NextGen Dealer Solutions, LLC ("NextGen"), Halcyon
Consulting, LLC ("Halcyon"), and members of Halcyon signatory
thereto ("Halcyon Members," and together with Halcyon, the "Halcyon
Parties"), as amended by that certain Assignment, dated February 8,
2017, between the Issuer and NextGen Pro, LLC (the "NextGen
Agreement"). NextGen and the Halcyon Parties are collectively
referred to as the "Seller Parties."
In
connection with the Issuer's acquisition of NextGen, the Issuer,
Berrard Holdings, Steven R. Berrard (“Berrard,” and
with Berrard Holdings, the "Berrard Holders"), Marshall Chesrown,
the Seller Parties, and other stockholders of the Company who are
parties to the prior Stockholders' Agreement dated October 24, 2016
(together with Mr. Chesrown and the Berrard Holders, the
"Stockholders") entered into an Amended and Restated Stockholders'
Agreement, dated as of February 8, 2017 (the “Stockholders'
Agreement”), whereby the parties agreed to take all necessary
actions to (i) set the size of the board of directors of the Issuer
at six (6) members, (ii) elect to the board of directors of the
Issuer three (3) directors designated by Mr. Chesrown, until the
date when Mr. Chesrown’s equity holdings in the Issuer fall
below the Minimum Threshold (as defined in the Stockholders'
Agreement), and (iii) elect to the board of directors of the Issuer
one (1) director designated by Berrard, until the date when
Berrard’s equity holdings in the Issuer fall below the
Minimum Threshold.
The
Stockholders' Agreement restricts the stockholders’ ability
to transfer shares of the Issuer's common stock through the earlier
of (i) October 19, 2017, or (ii) the date on which the Issuer
receives at least $3,500,000 in proceeds of any equity financing
(the "Restricted Period"), subject to certain exceptions. The
Stockholders' Agreement limits the number of shares of the Issuer's
common stock that may be sold immediately following the acquisition
of NextGen. Subject to certain limitations, including sales volume
limitations with respect to shares held by the Issuer's affiliates,
substantially all of the Issuer's outstanding shares prior to the
acquisition of NextGen will become eligible for sale upon
expiration of the Restricted Period.
The
Stockholders' Agreement grants certain major stockholders of the
Issuer the right to require the other stockholders signatory to the
Stockholders' Agreement to participate in any transaction that
constitutes a sale of the Issuer's business (whether via merger,
asset sale, tender offer or otherwise). The exercise of the right
is subject to certain customary conditions, limitations and
procedural requirements and, in some circumstances, is conditioned
on a prior approval of the transaction by the Issuer's board of
directors. Where the sale of the Issuer's business is accomplished
through a direct sale of securities representing more than 50% of
the issued and outstanding common stock of the Issuer, certain
major stockholders have an obligation to exercise the drag-along
rights described in this paragraph. The drag-along rights,
including the obligation to exercise such rights in certain
circumstances, expire on December 31, 2018.
The
Stockholders' Agreement requires each stockholder signatory thereto
(other than Berrard, Berrard Holdings and Mr. Chesrown) to make an
offer to sell their shares of stock in the Issuer to the Issuer,
Berrard, Berrard Holdings and Mr. Chesrown prior to seeking to
transfer such shares to any other person. In addition, Berrard and
Berrard Holdings on the one hand and Mr. Chesrown on the other hand
have agreed that each would grant the other party the right to
purchase its shares of the Issuer's stock before transferring such
shares to any other person. The rights described in this paragraph
are subject to certain customary conditions, limitations and
procedural requirements and terminate on the earlier of June 30,
2018 and the date on which certain stockholders elect to terminate
such rights by written notice to the other stockholders signatory
thereto.
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CUSIP Nos. 781386
107 and 781386 206
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Page 7 of
8
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The
Stockholders' Agreement is attached as Exhibit 99.1
hereto.
The
Stockholders' Agreement also contains certain procedural and
information rights related to the election of
directors.
The
information set forth above in Item 2 and Item 3 is incorporated
herein by reference. The Purchase Agreement between Berrard
Holdings and Mr. Chesrown is attached as Exhibit 99.2
hereto.
Item 7. Materials to be Filed as Exhibits.
Exhibit
10.1
Promissory Note,
dated July 13, 2016, by and between Smart Server, Inc. and Berrard
Holdings Limited Partnership.
Exhibit
10.2
Amendment to
Promissory Note, dated August 31, 2016.
Exhibit
99.1
Amended and
Restated Stockholders' Agreement, dated February 8,
2017.
Exhibit
99.2
Purchase Agreement,
dated October 24, 2016, by and between Berrard Holdings Limited
Partnership and Marshall Chesrown.
Exhibit
99.3
Joint Filing
Agreement, dated as of February 17, 2017, by and among the
Reporting Persons.
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CUSIP Nos. 781386
107 and 781386 206
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Page 8 of
8
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Signatures
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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Dated: February 17,
2017
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By:
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/s/
Steven
R. Berrard
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Steven R.
Berrard
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Steven R. Berrard,
individually
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BERRARD HOLDINGS LIMITED PARTNERSHIP
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By: Berrard
Holdings, LLC, its general partner
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Dated: February 17,
2017
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By:
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/s/
Steven
R. Berrard
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Steven R. Berrard,
its sole Manager
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