Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SCHWARTZ RICHARD TODD

(Last)

(First)

(Middle)

C/O RUSH STREET INTERACTIVE, INC.

900 N. MICHIGAN AVENUE, SUITE 950

(Street)

CHICAGO

60611

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rush Street Interactive, Inc. [ RSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/15/2024		S⁽¹⁾		103,905	D	$11.0205⁽²⁾	1,703,578	D
Class V Voting Stock	11/15/2024		G⁽³⁾		1,168,014	D	$0	7,101,936	D
Class V Voting Stock	11/15/2024		G⁽⁴⁾		1,168,014	D	$0	5,933,922	D
Class V Voting Stock	11/15/2024		G		1,168,014	A	$0	1,168,014	I	By Spouse⁽⁵⁾
Class V Voting Stock	11/15/2024		G		1,168,014	A	$0	1,168,014	I	By Trust⁽⁵⁾
Class A Common Stock	11/18/2024		S⁽¹⁾		90,000	D	$11.201⁽⁶⁾	1,613,578	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Units of Rush Street Interactive, L.P.	⁽⁷⁾	11/15/2024		G⁽⁸⁾			1,168,014	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,168,014	$0	7,101,936	D
Class A Common Units of Rush Street Interactive, L.P.	⁽⁷⁾	11/15/2024		G⁽⁹⁾			1,168,014	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,168,014	$0	5,933,922	D
Class A Common Units of Rush Street Interactive, L.P.	⁽⁷⁾	11/15/2024		G		1,168,014		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,168,014	$0	1,168,014	I	By Spouse⁽⁵⁾
Class A Common Units of Rush Street Interactive, L.P.	⁽⁷⁾	11/15/2024		G		1,168,014		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,168,014	$0	1,168,014	I	By Trust⁽⁵⁾

Explanation of Responses:

1. Shares were sold pursuant to a 10b5-1 Plan dated August 16, 2024.

2. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $10.74 to $11.39 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Represents a bona fide gift of shares of Class V Voting Stock of the Issuer to the Reporting Person's spouse for estate planning purposes.

4. For estate planning purposes, the Reporting Person gifted shares of Class V Voting Stock of the Issuer to an irrevocable trust for the benefit of the Reporting Person's spouse and children, of which the Reporting Person's spouse is the trustee.

5. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such securities are beneficially owned by the Reporting Person for Section 16 or any other purpose.

6. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $11.164 to $11.3 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. 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.

8. Represents a bona fide gift of RSI Units to the Reporting Person's spouse for estate planning purposes.

9. For estate planning purposes, the Reporting Person gifted RSI Units to an irrevocable trust for the benefit of the Reporting Person's spouse and children, of which the Reporting Person's spouse is the trustee.

Remarks:

	/s/ Kyle Sauers as Attorney-in-fact	11/19/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.