Insider filing report for Changes in Beneficial Ownership
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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 Neal Gerber & Eisenberg, LLP
2 N. LaSalle Street
Suite 1700
Chicago, IL 60602
(312) 269-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
July 22, 2022
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.
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.
| * | 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).
| CUSIP No. 233253 103 | Schedule 13D | Page 2 of 7 |
| 1 |
NAMES OF REPORTING PERSONS Gregory A. Carlin |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (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 |
7 |
SOLE VOTING POWER 32,683,966 (1) |
| 8 |
SHARED VOTING POWER 258,906 (2) | |
| 9 |
SOLE DISPOSITIVE POWER 32,683,966 (1) | |
| 10 |
SHARED DISPOSITIVE POWER 258,906 (2) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,942,872 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.98% (3) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
| (1) | Represents (i) 1,951,321 shares of Class A Common Stock and 14,373,639 shares of Class V Common Stock held of record by Mr. Carlin; (ii) 600,000 shares of Class A Common Stock and 8,259,006 shares of Class V Common Stock held of record by the Greg and Marcy Carlin Family Trust for which Mr. Carlin, as trustee of the Greg and Marcy Carlin Family Trust, may be deemed to be a beneficial owner; and (iii) 7,500,000 shares of Class V Common Stock held of record by the Carlin G3 Trust for which Mr. Carlin as trustee of the Carlin G3 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 Form 10-Q for the quarter ended March 31, 2022 filed with the SEC on May 6, 2022, the Issuer had 63,947,832 shares of Class A Common Stock and 155,893,584 shares of Class V Common Stock outstanding on May 4, 2022. 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 32.22% of the outstanding shares of Class A Common Stock, provided that, 14.98% would nevertheless represent the Reporting Person’s actual economic and voting interest in the Issuer. |
| CUSIP No. 233253 103 | Schedule 13D | Page 3 of 7 |
| 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) x (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 WITH |
7 |
SOLE VOTING POWER 8,859,006 (1) |
| 8 |
SHARED VOTING POWER 0 | |
| 9 |
SOLE DISPOSITIVE POWER 8,859,006 (1) | |
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,859,006 (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)
4.03% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| (1) | Mr. Carlin, as 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 Form 10-Q for the quarter ended March 31, 2022 filed with the SEC on May 6, 2022, the Issuer had 63,947,832 shares of Class A Common Stock and 155,893,584 shares of Class V Common Stock outstanding on May 4, 2022. 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 11.44% of the outstanding shares of Class A Common Stock, provided that, 4.03% would nevertheless represent the Reporting Person’s actual economic and voting interest in the Issuer. |
| CUSIP No. 233253 103 | Schedule 13D | Page 4 of 7 |
| 1 |
NAMES OF REPORTING PERSONS Carlin G3 Trust |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (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 Delaware |
|
NUMBER OF WITH |
7 |
SOLE VOTING POWER 7,500,000 (1) |
| 8 |
SHARED VOTING POWER 0 | |
| 9 |
SOLE DISPOSITIVE POWER 7,500,000 (1) | |
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,500,000 (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) 3.41% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| (1) | Mr. Carlin, as trustee of the Carlin G3 Trust, may be deemed to be the beneficial owner of securities held by the Carlin G3 Trust. |
| (2) | Based on information provided by the Issuer in its Form 10-Q for the quarter ended March 31, 2022 filed with the SEC on May 6, 2022, the Issuer had 63,947,832 shares of Class A Common Stock and 155,893,584 shares of Class V Common Stock outstanding on May 4, 2022. 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 10.50% of the outstanding shares of Class A Common Stock, provided that, 3.41% would nevertheless represent the Reporting Person’s actual economic and voting interest in the Issuer. |
| CUSIP No. 233253 103 | Schedule 13D | Page 5 of 7 |
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the Class A Common Stock of Rush Street Interactive, Inc. (the “Issuer”). This Amendment No. 2 amends and supplements, as set forth below, the Schedule 13D filed by certain of the Reporting Persons with respect to the Issuer on January 8, 2021 and Amendment No. 1 to Schedule 13D filed on December 31, 2021 (collectively, the “Schedule 13D”). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. The Schedule 13D is amended and supplemented by adding the information contained herein, and only those items amended are reported herein. The Reporting Persons are filing this Amendment No. 2 to report certain sales transactions by the Reporting Persons and the change in beneficial ownership associated with Mr. Carlin’s previous resignation. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
Due to Mr. Carlin’s resignations as a member of the Board of the Issuer and from any other offices, committees or positions with the Issuer and any direct or indirect subsidiaries of the Issuer, including without limitation, Rush Street Interactive GP, LLC (“RSI GP”), RSI GP is no longer a Reporting Person to the Schedule 13D.
Carlin G3 Trust, an Illinois trust (the “G3 Trust”), of which Mr. Carlin is trustee, has been added as a Reporting Person to the Schedule 13D reflecting the transfer of securities to Carlin G3 Trust as of January 1, 2022. The address for the Reporting Persons is c/o Neal, Gerber & Eisenberg, LLP, 2 N. LaSalle Street, Suite 1700, Chicago, Illinois 60602.
Item 5. Interest in Securities of the Issuer
Item 5(a), (b) and (c) of the Original 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 63,947,832 shares of Class A Common Stock and 155,893,584 shares of Class V Common Stock outstanding on May 4, 2022, based on information provided by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed with the SEC on May 6, 2022. Class A Common Stock and Class V Common Stock vote together on the election of directors to the Issuer’s board as a single class.
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 1,951,321 shares of Class A Common Stock and 14,373,639 shares of Class V Common Stock.
The Greg and Marcy Carlin Family Trust is the direct beneficial owner of 600,000 shares of Class A Common Stock and 8,259,006 shares of Class V Common Stock. Mr. Carlin is trustee of the Greg and Marcy Carlin Family Trust.
The G3 Trust is the direct beneficial owner of 7,500,000 shares of Class V Common Stock following the transfer of 7,500,000 shares of Class V Common Stock from the Greg and Marcy Carlin Family Trust, effective as of January 1, 2022. Mr. Carlin is trustee of the G3 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 Stockholders (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 Stockholders (other than shares held by RSI GP reflecting Mr. Carlin’s proportionate pecuniary interest and indirect beneficial ownership in such securities).
| CUSIP No. 233253 103 | Schedule 13D | Page 6 of 7 |
(c) A description of all transactions by the Reporting Persons in the Issuer’s Class A Common Stock and Class V Common Stock during the past 60 days is included as Exhibit 13 hereto.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original 13D is amended to add the following sentence at the end of the paragraph under the heading Gregory A. Carlin Resignation:
Mr. Carlin’s resignations were as a member of the Board of the Issuer and from any other offices, committees or positions with the Issuer and any direct or indirect subsidiaries of the Issuer, including without limitation, RSI GP. Therefore, Mr. Carlin disclaims beneficial ownership of any securities held by RSI GP in excess of his pecuniary interest therein.
Item 7. Material to be Filed as Exhibits
Item 7 of the Original 13D is hereby amended and supplemented as follows:
Exhibit 13 Schedule of Transactions, in response to Item 5(c)
| CUSIP No. 233253 103 | Schedule 13D | Page 7 of 7 |
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: August 2, 2022
| /s/ Gregory A. Carlin | ||
| Gregory A. Carlin | ||
| GREG AND MARCY CARLIN FAMILY TRUST | ||
| By: | /s/ Gregory A. Carlin | |
| Name: | Gregory A. Carlin, Trustee | |
| CARLIN G3 TRUST | ||
| By: | /s/ Gregory A. Carlin | |
| Name: | Gregory A. Carlin, Trustee | |