Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§240.13D-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO §240.13D-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
RumbleOn, Inc.
(Name
of Issuer)
Class B Common Stock, par value $0.001 per share
(Title
of Class of Securities)
Class B Common Stock – 781386 206
(CUSIP
Number)
Steven R. Berrard
RumbleOn, Inc.
901 W. Walnut Hill Lane
Irving, Texas 75038
(469) 250-1185
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 13, 2020
(Date
of Event which Requires Filing of This Statement)
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 §240.13d-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).
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CUSIP
No. 781386 206
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Page 2 of
6
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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
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(a) ☑
(b) ☐
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3.
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SEC USE
ONLY
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|||||
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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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|||||
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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|||||
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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*(1)
2,170,000
shares of Class B Common Stock*(2)
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8.
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SHARED
VOTING POWER
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||||
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9.
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SOLE
DISPOSITIVE POWER
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125,000
shares of Class A Common Stock*
2,170,000
shares of Class B Common Stock*
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10.
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SHARED
DISPOSITIVE POWER
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||||
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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*
2,170,000
shares of Class B Common Stock*
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|||||
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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(3)(5)
5.04%
of Class B Common Stock(4)(5)
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14.
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TYPE OF
REPORTING PERSON (see instructions)
PN
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|||||
*
Berrard
Holdings Limited Partnership (“ Berrard Holdings”) beneficially owns 125,000 shares
of Class A Common Stock and 2,170,000 shares of Class B Common
Stock. Berrard Holdings is a limited partnership controlled by
Steven R. Berrard.
(1)
The Issuer's Class
A Common Stock is not registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
(2)
The Issuer’s
Class B Common Stock is registered pursuant to Section 12(b) of the
Exchange Act.
(3)
Based on 1,000,000
shares of the Issuer’s
Class A Common Stock outstanding as of February 13, 2020.
The Issuer’s
Class A Common Stock is entitled to ten votes per
share.
(4)
Based on 43,023,319
shares of the Issuer’s
Class B Common Stock outstanding as of February 13, 2020.
The Issuer’s
Class B Common Stock is e
ntitled to one vote per
share.
(5)
As of February 13,
2020, Mr. Berrard has voting power representing approximately 6.5%
of the Issuer’s outstanding common stock.
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CUSIP
No. 781386 206
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Page 3 of
6
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1.
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NAMES
OF REPORTING PERSONS
Steven
R. Berrard
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||||
|
2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
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(a)
☑
(b)
☐
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3.
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SEC USE
ONLY
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||||
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4.
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SOURCE
OF FUNDS (see instructions)
PF,
OO
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||||
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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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||||
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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||||
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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
|
125,000
shares of Class A CommonStock* (1)
2,170,000
shares of Class B Common Stock* (2)
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8.
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SHARED
VOTING POWER
|
|
|||
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9.
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SOLE
DISPOSITIVE POWER
|
125,000
shares of Class A Common Stock*
2,170,000
shares of Class B Common Stock*
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10.
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SHARED
DISPOSITIVE POWER
|
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|||
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11.
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AGGREGATE
AMOUNT B
ENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
shares of Class A Common Stock*
2,170,000
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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||||
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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(3)(5)
5.04%
of Class B Common Stock(4)(5)
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14.
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TYPE OF
REPORTING PERSON (see instructions)
IN
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||||
*
Berrard
Holdings Limited Partnership (“ Berrard Holdings”) beneficially owns 125,000 shares
of Class A Common Stock and 2,170,000 shares of Class B Common
Stock. Berrard Holdings is a limited partnership controlled by
Steven R. Berrard.
(1)
The
Issuer's Class A Common Stock is not registered pursuant to Section
12 of the Exchange Act.
(2)
The
Issuer's Class B Common Stock is registered pursuant to Section
12(b) of the Exchange Act.
(3)
Based
on 1,000,000 shares of the Issuer's Class A Common Stock
outstanding as of February 13, 2020. The Issuer's Class A Common Stock is entitled to
ten votes per share.
(4)
Based
on 43,023,319 shares of the Issuer's Class B Common Stock
outstanding as of February 13, 2020. The Issuer's Class B Common Stock is entitled to
one vote per share.
(5)
As of
February 13, 2020, Mr. Berrard has voting power representing
approximately 6.5% of the Issuer’s outstanding common
stock.
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CUSIP
No. 781386 206
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Page
4 of 6
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This
Amendment No. 1 (the “Amendment”) amends and
supplements the statement on Schedule 13D filed on February 17,
2017 (the “Original Schedule 13D”) by Steven R. Berrard
and Berrard Holdings Limited Partnership (“Berrard
Holdings”) (collectively, the “Reporting Person”). Other than as set forth herein,
there has been no material change in the information set forth in
the Original Schedule 13D. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the
Original Schedule 13D.
Item 2. Identity and Background.
Item 2
is amended by adding the following to the end of the
item:
On
March 31, 2017, the Issuer issued 1,161,920 shares of Class B
Common Stock to certain investors and 275,312
shares of Class B Common Stock upon full conversion of an unsecured
convertible note with the Reporting Person. Also on March 31, 2017,
the Issuer completed the sale of 620,000 shares of Class B Common
Stock, par value $0.001, at a price of $4.00 per share in a private
placement (the “Private Placement”). The Reporting
Person purchased 62,500 shares of Class B Common Stock in the
Private Placement at a price of $4.00 per share.
On June
6, 2017, the Reporting Person sold 30,000 shares of Class B Common
Stock at a price of $4.00 per share, 275,312 shares of Class B
Common Stock at a price of $0.75 per share, and 100,000 shares of
Class B Common Stock at a price of $0.04 per share.
On
January 14, 2020, the Reporting Person purchased 200,000 shares of
Class B Common Stock pursuant to an underwritten public offering at
a price of $0.57 per share.
The
125,000 shares of the Issuer’s Class A Common Stock held by
the Reporting Person represents 12.5% of the Issuer’s issued and outstanding shares of
Class A Common Stock. The 2,170,000 shares of the Issuer’s
Class B Common Stock held by the Reporting Person represents 5.04%
of the Issuer’s issued
and outstanding shares of Class B Common Stock. As of February 13,
2020, Mr. Berrard has voting power representing approximately 6.5%
of the Issuer’s outstanding common stock.
The
principal business address of the Reporting Person is 901 W. Walnut
Hill Lane, Irving, Texas 75038. 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.
Item 3
is amended by adding the following text to the end of the
item:
The
information regarding the transactions between March 31, 2017 and
January 14, 2020 in Item 2 is incorporated herein by reference. The
source of funds used in connection with such acquisitions by the
Reporting Person were working capital, other and personal
funds.
Item 4. Purpose of Transaction.
Item 4
is amended by adding the following paragraph to the end of the
item:
All acquisitions were for investment purposes.
Item 5. Interest in Securities of the Issuer.
Item 5
is deleted in its entirety and replaced with the following
text:
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CUSIP
No. 781386 206
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Page 5 of
6
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(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) 2,170,000 shares of
Class B Common Stock of the Issuer, representing 5.04% of the
Issuer’s Class B Common
Stock. The Issuer's
Class A Common Stock is not registered pursuant to Section 12 of
the Exchange Act. The Issuer’s
Class B Common Stock is registered pursuant to Section 12(b) of the
Exchange Act. As of February 13, 2020, Mr. Berrard has voting power
representing in the aggregate approximately 6.5% of the
Issuer’s outstanding common stock. The percentage of
beneficial ownership is based upon (i) 1,000,000 shares of Class A
Common Stock and (ii) 43,023,319 shares of Class B Common Stock
outstanding as of February 13, 2020.
(b)
The information
contained on the cover page to the Original Schedule 13D and this
Amendment is incorporated herein by reference.
(c)
Transactions in the
Issuer’s securities
affected by the Reporting Person during the past sixty
days:
The
information set forth above in Item 2 is incorporated herein by
reference.
There
were no transactions in the last 60 days, except as set forth in
Item 2.
(d)-(e)
Not applicable.
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CUSIP
No. 781386 206
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Page 6 of
6
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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 14, 2020
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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 14, 2020
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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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