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"
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- Peter Lynch
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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)
May 18, 2022
(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
0 Class B Ordinary Shares
6.
SHARED VOTING POWER
7.
SOLE DISPOSITIVE POWER
0 Class B Ordinary Shares
8.
SHARED DISPOSITIVE POWER
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 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)
0.00%
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 27, 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:
0 Class B Ordinary Shares*
(b) Percent of class:
0.00%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
0 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
0 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 March 31, 2022 which was filed
on May 10, 2022, that there were 16,504,469 shares of common
stock issued and outstanding.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X]
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: November 28, 2023
Ophir Asset Management US LLC
By: /s/ Sandra Donnarumma, 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 Common Stock 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: November 28, 2023
Ophir Asset Management US LLC
By: /s/ Sandra Donnarumma, CCO
________________________________________