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
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
RumbleON, Inc.
(Name of Issuer)
Class B Ordinary Shares
(Title of Class of Securities)
781386305
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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.
781386305
13G
Page 2 of 8 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Ophir Global Opportunities Fund
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [
]
(b) [
]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
985,270 Class B Ordinary Shares
6.
SHARED VOTING POWER
7.
SOLE DISPOSITIVE POWER
985,270 Class B Ordinary Shares
8.
SHARED DISPOSITIVE POWER
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
985,270 Class B Ordinary Shares
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.62%
12.
TYPE OF REPORTING PERSON (see instructions)
OO
?
CUSIP No.
781386305
13G
Page 3 of 8 Pages
Item
1.
(a)
Name of Issuer
RumbleOn, Inc.
(b)
Address of Issuer?s Principal Executive Offices
901 W. Walnut Hill Lane
Irving, Texas 75038
Item
2.
(a)
Name of Person Filing
Ophir Global Opportunities Fund
(b)
The address of the principal place of the Filers is
located at:
Level 26, Governor Philip Tower
One Farrer Place, Sydney, NSW 2000
(c)
For citizenship of Filers, see Item 4 of the cover
sheet for each Filer.
Ophir Funds are Australian-domiciled.
(d)
Title of Class of Securities
Class B Ordinary Shares, par value $0.001 per share (the
?Class B Ordinary Shares?)
(e)
CUSIP Number
781386305
Item 3. If this statement is filed pursuant to ??240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a)
[
]
Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b)
[
]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c)
[
]
Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d)
[
]
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[X]
An investment adviser in accordance with ?240.13d-
1(b)(1)(ii)(E);
CUSIP No. 781386305
13G
Page 4 of 8 Pages
(g)
[
]
A parent holding company or control person in accordance with
?240.13d-1(b)(1)(ii)(G);
(h)
[
]
A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[
]
A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[
]
Group, in accordance with ?240.13d-1(b)(1)(ii)(J).
?
CUSIP No.
781386305
13G
Page 5 of 8 Pages
Item 4. Ownership.
(a) Amount beneficially owned:
985,270 Class B Ordinary Shares*
(b) Percent of class:
6.62%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
985,270 Class B Ordinary Shares*
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
985,270 Class B Ordinary Shares*
(iv) Shared power to dispose or to direct the disposition of
* Ophir Asset Management US LLC serves as the investment manager
to Ophir Global Opportunities Fund, Ophir Global High Conviction
Fund, collectively the ?Ophir Funds? and the Accounts.
This report shall not be deemed an admission that the Reporting
Persons are beneficial owners of the Shares for purposes of
Section 13 of the Securities Exchange Act of 1934, as amended,
or for any other purpose. Each of the Reporting Persons
disclaims beneficial ownership of the Shares reported herein
except to the extent of the Reporting Person?s pecuniary
interest therein.
The percentages herein are calculated based upon a statement in
the Issuer?s Form 10-Q, as of September 30, 2021 which was filed
on November 15, 2021, that there were 14,882,022 shares of Class
B common stock issued and outstanding.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
CUSIP No.
781386305
13G
Page 6 of 8 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
?
CUSIP No.
781386305
13G
Page 7 of 8 Pages
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
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.
Dated: February 14, 2022
Ophir Asset Management US LLC
By: /s/ Melanie Harris, CCO
________________________________________
?
CUSIP No.
781386305
13G
Page 8 of 8 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
Statement Pursuant to Rule 13d-1(k)(1)
The undersigned hereby consent and agree to file a joint
statement on Schedule 13G under the Securities Exchange Act of
1934, as amended, with respect to the Class B Ordinary Shares of
RumbleON, Inc. beneficially owned by them, together with any or
all amendments thereto, when and if appropriate. The parties
hereto further consent this Statement pursuant to Rule 13d-
1(k)(1)(iii) as an exhibit to Schedule 13G, thereby
incorporating the same into such Schedule 13G.
Dated: February 14, 2022
Ophir Asset Management US LLC
By: /s/ Melanie Harris, CCO
________________________________________