SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
RumbleOn, Inc.
(Name of Issuer)
Class B Common Stock, par value $0.001 per
share
(Title of Class of Securities)
781386305
(CUSIP Number)
Mark Tkach
1188 East Camelback Road
Phoenix, AZ 85014
(602) 532-4600
with a copy to:
Rick A. Werner, Esq.
Haynes and Boone, LLP
26th Floor
New York, NY 10112
(212) 659-4974
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 2023
(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 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. 781386305 |
|
1 |
NAME
OF REPORTING PERSONS
William
Coulter |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
SC,
PF |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
2,633,630
shares of Class B Common Stock (1) |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
2,633,630
shares of Class B Common Stock (1) |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,633,630
shares of Class B Common Stock (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
x(2) |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
15.8%
(3) |
14 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
(1) | Includes
593,472 shares of Class B Common Stock held
in The WRC 2021 Irrevocable Trust, for which Mr. Coulter serves as Trustee, and 30,377
shares of Class B Common Stock held by WJC Properties, L.L.C., for which Mr. Coulter
serves as Manager, and does not include 12,225 shares of Class B Common Stock underlying
unvested time-based restricted stock units as granted to Mr. Coulter under the 2017
Stock Incentive Plan. |
(2) | Excludes
2,682,153 shares of Class B Common Stock held
by Mr. Tkach as to which Mr. Coulter
disclaims beneficial ownership. This report shall not
be construed as an admission that Mr. Coulter is
the beneficial owner of such securities. |
(3) | Based
on 16,671,994 shares of Class B Common
Stock outstanding as of August 8, 2023,
as reported by RumbleOn, Inc. in its quarterly report on Form 10-Q for the
quarterly period ended June 30, 2023, filed with the Securities and Exchange Commission
on August 9, 2023. |
CUSIP
No. 781386305
1 |
NAME
OF REPORTING PERSONS
Mark
Tkach |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
SC,
PF |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
2,682,153
shares of Class B Common Stock (1) |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
2,682,153
shares of Class B Common Stock (1) |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,682,153
shares of Class B Common Stock (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
x(2) |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
16.1%
(3) |
14 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
(1) | Does not include 61,125 shares of Class B Common Stock underlying
unvested time-based restricted stock units as granted to Mr. Tkach under the 2017 Stock Incentive
Plan. |
(2) | Excludes 2,633,630 shares of Class B Common Stock held by
the other Reporting Persons hereto as to which Mr. Tkach disclaims beneficial ownership.
This report shall not be construed as an admission that Mr. Tkach is the beneficial owner
of such securities. |
(3) | Based on 16,671,994 shares of Class B Common Stock outstanding
as of August 8, 2023, as reported by RumbleOn, Inc. in its quarterly report on Form 10-Q
for the quarterly period ended June 30, 2023, filed with the Securities and Exchange Commission
on August 9, 2023. |
CUSIP
No. 781386305
1 |
NAME
OF REPORTING PERSONS
WJC
Properties, L.L.C. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Arizona |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
30,377
shares of Class B Common Stock |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
30,377
shares of Class B Common Stock |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,377
shares of Class B Common Stock |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
x(1) |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.2%
(2) |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
(1) | Excludes
5,285,406 shares
of Class B Common Stock held by the other Reporting
Persons hereto as to which WJC Properties, L.L.C. disclaims
beneficial ownership. This report shall not be construed as an admission that WJC
Properties, L.L.C. is the beneficial owner of such
securities. |
(2) | Based
on 16,671,994
shares of Class B Common Stock outstanding as
of August 8, 2023, as reported by
RumbleOn, Inc. in its quarterly report on Form 10-Q for the quarterly period ended
June 30, 2023, filed with the Securities and Exchange Commission on August 9, 2023. |
CUSIP
No. 781386305
1 |
NAME
OF REPORTING PERSONS
WRC-2009,
L.L.C. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
30,377
shares of Class B Common Stock (1) |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
30,377
shares of Class B Common Stock (1) |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,377
shares of Class B Common Stock (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
x(2) |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.2%
(3) |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
(1) | Includes 30,377 shares of Class B Common Stock held
by WJC Properties, L.L.C., for which WRC-2009, L.L.C. is the controlling member. The WRC-98
Trust is the sole member of WRC-2009, L.L.C. |
(2) | Excludes 5,285,406 shares of Class B Common Stock held by the Reporting Persons hereto other than WJC
Properties, L.L.C. and The WRC-98 Trust, as to which WRC-2009, L.L.C. disclaims beneficial ownership. This report shall not be
construed as an admission that WRC-2009, L.L.C. is the beneficial owner of such securities. |
(3) | Based on 16,671,994 shares of Class B Common Stock outstanding as of
August 8, 2023, as reported by RumbleOn, Inc. in its quarterly report on Form 10-Q for the quarterly
period ended June 30, 2023, filed with the Securities and Exchange Commission on August 9, 2023. |
CUSIP
No. 781386305
1 |
NAME
OF REPORTING PERSONS
The
WRC-98 Trust |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Arizona |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
30,377
shares of Class B Common Stock (1) |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
30,377
shares of Class B Common Stock (1) |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,377
shares of Class B Common Stock (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
x(2) |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.2%
(3) |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
(1) | Includes
30,377 shares of Class B Common Stock held by WJC Properties, L.L.C. The WRC-98
Trust is the sole member of WRC-2009, L.L.C., which is the controlling member of WJC Properties,
L.L.C. |
(2) | Excludes
5,285,406 shares of Class B Common Stock held
by the Reporting Persons hereto other than WJC Properties, L.L.C. and WRC-2009, L.L.C.,
as to which The WRC-98 Trust disclaims beneficial ownership.
This report shall not be construed as an admission that The WRC-98 Trust is
the beneficial owner of such securities. |
(3) | Based
on 16,671,994 shares of Class B Common
Stock outstanding as of August 8, 2023,
as reported by RumbleOn, Inc. in its quarterly report on Form 10-Q for the
quarterly period ended June 30, 2023, filed with the Securities and Exchange Commission
on August 9, 2023. |
CUSIP No. 781386305
1 |
NAME
OF REPORTING PERSONS
The
WRC 2021 Irrevocable Trust |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Arizona |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
593,472
shares of Class B Common Stock |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
593,472
shares of Class B Common Stock |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
593,472
shares of Class B Common Stock |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
x(1) |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
3.6%
(2) |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
(1) | Excludes 4,722,311 shares of Class B Common Stock held by the other Reporting Persons hereto as to
which The WRC 2021 Irrevocable Trust disclaims beneficial ownership. This report shall not be construed as an admission that The WRC
2021 Irrevocable Trust is the beneficial owner of such securities. |
(2) | Based on 16,671,994 shares of Class B Common Stock outstanding as
of August 8, 2023, as reported by RumbleOn, Inc. in its quarterly report on Form 10-Q for the quarterly
period ended June 30, 2023, filed with the Securities and Exchange Commission on August 9, 2023. |
The
following constitutes Amendment No. 6 (“Amendment No. 6”) to the Schedule 13D originally filed on
March 6, 2023 (the “Schedule 13D”) with the Securities and Exchange Commission by William Coulter
(“Mr. Coulter”) and Mark Tkach (“Mr. Tkach”), as amended by Amendment No. 1
filed on March 15, 2023, Amendment No. 2 filed on May 16, 2023, Amendment No. 3 filed on June 20, 2023, Amendment
No. 4 filed on July 3, 2023 and Amendment No. 5 filed on August 18, 2023 (the Schedule 13D as so amended, the “Amended
Schedule 13D”), with respect to the Class B Common Stock, par value $0.001 per share (the “Class B
Common Stock”), of RumbleOn, Inc., a Nevada corporation (the “Issuer”). This Amendment No. 6
amends the Amended Schedule 13D as specifically set forth herein. Other than as set forth below, the Amended Schedule 13D is unmodified.
Capitalized terms not defined herein have the meanings given to such terms in the Amended Schedule 13D.
Item 3. Source and Amount of Funds or other
Consideration
Item 3 is hereby amended and supplemented as
follows:
On September 1, 2023, pursuant to the Issuer’s
non-employee director compensation program and the Issuer’s 2017 Stock Incentive Plan, as amended and restated from time to time
(the “2017 Stock Incentive Plan”), Mr. Coulter received a grant of 12,225 restricted stock units (the
“2023 Coulter RSUs”), calculated based upon the share price at the conclusion of the second trading day following
the Issuer’s release of earnings for the second quarter of 2023, and each of which represents a contingent right to receive one
share of Class B Common Stock. The 2023 Coulter RSUs vest quarterly in four equal installments beginning on October 1, 2023,
and are subject to pro rata vesting if Mr. Coulter leaves the Board before the end of each quarterly vesting period. The
grant of the 2023 Coulter RSUs is subject to the 2017 Stock Incentive Plan and the Restricted Stock Unit Agreement between the Issuer
and Mr. Coulter (the “Coulter RSU Grant Agreement”).
On September 1, 2023, pursuant to the Issuer’s
director compensation program and the 2017 Stock Incentive Plan, Mr. Tkach received a grant of 61,125 restricted stock units (the
“2023 Tkach RSUs”), pursuant to the terms of the employment agreement between the Issuer and Mr. Tkach,
entered into on August 16, 2023 and effective as of June 15, 2023 (the “Tkach Employment Agreement”),
calculated based upon the share price at the conclusion of the second trading day following the Issuer’s release of earnings for
the second quarter of 2023, and each of which represents a contingent right to receive one share of Class B Common Stock. The 2023
Tkach RSUs will vest in two equal installments on September 16, 2023 and December 15, 2023. The terms of the Tkach Employment
Agreement are further discussed in Item 4 of this Amendment No. 6, which is incorporated herein by reference. The grant of the 2023
Tkach RSUs is subject to the 2017 Stock Incentive Plan and the Restricted Stock Unit Agreement between the Issuer and Mr. Tkach
(the “Tkach RSU Grant Agreement”).
The
foregoing description of the 2017 Stock Incentive Plan, the Coulter RSU Grant Agreement, the Tkach RSU Grant Agreement and the Tkach
Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2017 Stock
Incentive Plan and each of Amendment 1, 2, 3 and 4 thereto, the Coulter RSU Grant Agreement, the Tkach RSU Grant Agreement and the Tkach
Employment Agreement, which are incorporated herein by reference to Exhibit 99.14, Exhibit 99.15, Exhibit 99.16, Exhibit 99.17,
Exhibit 99.18, Exhibit 99.19, Exhibit 99.20 and Exhibit 99.21 to the Amended Schedule 13D,
respectively.
Item 4. Purpose of Transaction.
Item 4 of the Amended Schedule 13D is hereby
amended to add the following:
On August 16, 2023, the Issuer and Mr. Tkach
entered into the Tkach Employment Agreement. The Tkach Employment Agreement provides that the award of restricted stock units granted
to Mr. Tkach will become 50% vested and settled on September 16, 2023, and 50% vested and settled on December 15, 2023
so long as, in each case, Mr. Tkach has remained continuously employed by the Issuer to such vesting date. The Tkach Employment
Agreement also provides that if Mr. Tkach’s employment is terminated prior to December 15, 2023 due to Mr. Tkach’s
resignation for “Good Reason” or by the Issuer without “Cause,” and Mr. Tkach executes a release of claims
in favor of the Issuer, Mr. Tkach will be entitled to receive automatic and immediate vesting and settlement of the award of restricted
stock units granted to Mr. Tkach, and the Issuer shall make severance payments to Mr. Tkach in a total amount equal to the
base salary that Mr. Tkach would have earned between the date that his employment terminates and December 15, 2023.
The
foregoing description of the Tkach Employment Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Tkach Employment Agreement, which is incorporated herein by reference to Exhibit 99.21 to the Amended
Schedule 13D.
Item 5. Interest in Securities of Issuer.
The information contained in Item 5 of the Amended
Schedule 13D is hereby amended and restated as follows:
The
aggregate percentage of the shares of Class B Common Stock reported owned by each Reporting Person is based on 16,671,994
shares of Class B Common Stock outstanding as of August 8, 2023,
as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended June 30, 2023, filed with
the Securities and Exchange Commission on August 9, 2023.
| (a) | As of the date hereof, Mr. Coulter
beneficially owned 2,633,630 shares of Class B Common Stock. Mr. Coulter’s
beneficial ownership includes 593,472 shares
of Class B Common Stock held in 2021 Trust, for
which Mr. Coulter serves as Trustee, and 30,377 shares of Class B Common
Stock held by WJC Properties, for which he serves as Manager. Mr. Coulter is the Trustee
of 98 Trust, which is the sole member of WRC LLC, which is the controlling member of WJC
Properties. |
Percentage: 15.8%
| 1. | Sole power to vote or direct vote: 2,633,630 |
| 2. | Shared power to vote or direct vote:
0 |
| 3. | Sole power to dispose or direct disposition:
2,633,630 |
| 4. | Shared power to dispose or direct disposition:
0 |
| (a) | As of the date hereof, Mr. Tkach
beneficially owned 2,682,153 shares of Class B Common Stock. |
Percentage: 16.1%
| 1. | Sole power to vote or direct vote: 2,682,153 |
| 2. | Shared power to vote or direct vote:
0 |
| 3. | Sole power to dispose or direct disposition:
2,682,153 |
| 4. | Shared power to dispose or direct disposition:
0 |
| (a) | As of the date hereof, WJC Properties
beneficially owned 30,377 shares of Class B Common Stock. |
Percentage 0.2%
| 1. | Sole power to vote or direct vote: 30,377 |
| 2. | Shared power to vote or direct vote:
0 |
| 3. | Sole power to dispose or direct disposition:
30,377 |
| 4. | Shared power to dispose or direct disposition:
0 |
| (a) | As of the date hereof, WRC LLC beneficially
owned 30,377 shares of Class B Common Stock, as controlling member of WJC Properties. |
Percentage 0.2%
| 1. | Sole power to vote or direct vote: 30,377 |
| 2. | Shared power to vote or direct vote:
0 |
| 3. | Sole power to dispose or direct disposition:
30,377 |
| 4. | Shared power to dispose or direct disposition:
0 |
| (a) | As of the date hereof, 98 Trust beneficially
owned 30,377 shares of Class B Common Stock, as the sole member of WRC LLC, which is
the controlling member of WJC Properties. |
Percentage 0.2%
| 1. | Sole power to vote or direct vote: 30,377 |
| 2. | Shared power to vote or direct vote:
0 |
| 3. | Sole power to dispose or direct disposition:
30,377 |
| 4. | Shared power to dispose or direct disposition:
0 |
| (a) | As of the date hereof, 2021 Trust beneficially
owned 593,472 shares of Class B Common Stock. |
Percentage 3.6%
| 1. | Sole power to vote or direct vote: 593,472 |
| 2. | Shared power to vote or direct vote:
0 |
| 3. | Sole power to dispose or direct disposition:
593,472 |
| 4. | Shared power to dispose or direct disposition:
0 |
Each
Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 5,315,783 shares of Class B Common
Stock owned in the aggregate by all of the Reporting Persons, totaling 31.9% of the outstanding Class B
Common Stock. Each Reporting Person disclaims beneficial ownership of such shares of Class B Common Stock except
to the extent of their pecuniary interest therein.
| (c) | As of the date hereof, other than as
set forth herein, the Reporting Persons have not effected any transactions in the Class B
Common Stock since the filing of Amendment No. 5. |
| (d) | No person other than the Reporting Persons
is known to have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the shares of the Class B Common Stock described
herein. |
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
Item 6 of the Amended Schedule 13D is hereby
amended to add the following:
The
information contained in Item 4 of this Amendment No. 6 is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Amended Schedule 13D is hereby
amended to add the following:
Exhibit 99.14 – 2017 RumbleOn, Inc. Stock Incentive Plan, dated June 30, 2017 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on January 9, 2017, by the Issuer with the Securities and Exchange Commission).
Exhibit 99.15 – Amendment to the RumbleOn, Inc 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on June 28, 2018, by the Issuer with the Securities and Exchange Commission).
Exhibit 99.16 – Amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on May 22, 2019, by the Issuer with the Securities and Exchange Commission).
Exhibit 99.17 – Amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on August 26, 2020, by the Issuer with the Securities and Exchange Commission).
Exhibit 99.18 – Fourth Amendment to RumbleOn, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on August 4, 2021, by the Issuer with the Securities and Exchange Commission).
Exhibit 99.19 – Coulter RSU Grant Agreement, dated September 1, 2023 (filed herewith).
Exhibit 99.20 – Tkach RSU Grant Agreement, dated September 1, 2023 (filed herewith).
Exhibit 99.21 – Tkach Employment Agreement - Tkach Employment Agreement, dated August 16, 2023, by and between the Issuer and Mark Tkach (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K/A filed on August 18, 2023, by the Issuer with the Securities and Exchange Commission).
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.
Dated: September 11, 2023
|
/s/ William Coulter |
|
William Coulter |
|
|
|
/s/ Mark Tkach |
|
|
|
Mark Tkach |
|
|
|
WJC PROPERTIES, L.L.C. |
|
|
|
/s/ William Coulter |
|
|
|
By: William Coulter |
|
Title: Manager |
|
|
|
WRC-2009, L.L.C. |
|
|
|
/s/ William Coulter |
|
By: William Coulter |
|
Title: Manager |
|
|
|
The WRC-98 Trust |
|
|
|
/s/ William Coulter |
|
By: William Coulter |
|
Title: Trustee |
|
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THE WRC 2021 Irrevocable Trust |
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/s/ William Coulter |
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By: William Coulter |
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Title: Trustee |
Exhibit 99.19
RESTRICTED STOCK UNIT AWARD
TO:
WILLIAM COULTER
You (“Grantee”)
have been granted, this restricted stock unit (“RSU”) award (the "Award") by RumbleOn, Inc. (the "
Company") pursuant to the RumbleOn 2017 Stock Incentive Plan (as amended to date, the “Plan”). This Restricted
Stock Unit Award Agreement (the “Agreement”) confirms the understanding between RumbleOn and you as of the Effective Date.
The Award represents an unsecured and unfunded promise of the Company to deliver Class B Common Stock of the Company in the future
subject to the fulfillment of the vesting conditions set forth in the Agreement.
| 1. | Introduction. The terms of the Award are as set forth in Agreement and in the Plan. The Plan is
incorporated into this Agreement by reference, which means that this Agreement is limited by and subject to the express terms and provisions
of the Plan. You agree that you have been provided access to the Plan and that this Award shall be subject to the conditions set forth
in the Plan, including future amendments thereto. In the event of a conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall control. Capitalized terms that are not defined in this Agreement have the meanings given to them in
the Plan. The most important terms of the Award are summarized as follows: |
| 2. | Effective Date: 09/01/2023 |
| 4. | Number of RSUs Subject to this Award: 12,225 |
| 5. | Vesting Schedule: Subject to your continuous employment and the terms of this Agreement, including,
without limitation, Sections 6 and 7, the Award will vest according to the following schedule: |
Please refer
to Appendix: Vesting Schedule
| 6. | Conversion of RSUs and Issuance of Shares. Upon each vesting of the Award (each, a "Vest Date"),
one share of Common Stock shall be issuable for each restricted stock unit that vests on such Vest Date (the “Shares”), subject
to the terms and provisions of the Plan and this Agreement. Thereafter, the Company will transfer such Shares to you upon satisfaction
of any required Tax-Related Items (as defined in Section 9). No fractional shares shall be issued under this Agreement. |
| 7. | Termination of Employment or Other Services; Change in Control. |
| a. | Termination. Except as otherwise provided for in a separate agreement between the Company and you
that is in effect at the time of your termination, the unvested portion of the Award will terminate automatically and be forfeited to
the Company immediately and without further notice upon the voluntary or involuntary termination of your employment with the Company or
any Subsidiary for any reason other than death; notwithstanding the preceding, in the event of termination due to disability, the Compensation
Committee of the Board of Directors or its designee may, in their sole discretion, provide that RSUs which have not vested on the date
of such termination shall vest immediately. |
For purposes of the Award, your employment
will be considered terminated as of the date the Company determines you are no longer actively providing services to the Company or a
subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws
in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided
in this Agreement or determined by the Company, your right to continue to vest in the Award, if any, will terminate as of such date and
will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period
of "garden leave" or similar period mandated under employment laws, statutory laws, regulatory laws or common laws in the jurisdiction
where you are employed or the terms of your employment agreement, if any).
A transfer of employment or services between
or among the Company and its Subsidiaries shall not be considered a termination of employment. Further, unless the Compensation Committee
or its designee determines otherwise, including through policies it may adopt from time to time regarding part-time work arrangements
or reduced work schedules, and except as otherwise required by local law, for purposes of this Award only, any reduction in your regular
hours of employment to less than thirty hours per week is deemed a termination of your employment with the Company or any Subsidiary.
In case of termination of your employment for Cause or for a violation of the Company’s code of business conduct and ethics, the
Award shall automatically terminate upon first notification to you of such termination, unless the Compensation Committee or its designee
determines otherwise. If your employment is suspended pending an investigation of whether you should be terminated for Cause or for a
violation of the Company’s code of business conduct and ethics, all of your rights under the Award likewise may be suspended during
the period of investigation. The Compensation Committee or its designee, the highest ranking manager of Human Resources, the Chief Legal
Officer, or any officer of the Company delegated such authority by the Compensation Committee or its designee shall have the exclusive
discretion to determine when you are no longer actively providing services to the Company or any Subsidiary or when your rights under
the Award may be suspended pending an investigation of whether you should be terminated for Cause or a violation of the Company’s
code of business conduct and ethics.
| b. | Change in Control. In the event of a Change in Control, as defined in the Plan, all RSUs which
have not yet vested on the date of such Change in Control shall immediately vest. |
| 8. | Right to Shares. Unless otherwise provide in the Plan, you shall have no rights of that of a shareholder
with respect the RSUs (including any voting rights or rights with respect to dividends paid on the Class B Common Stock) issuable
under the Award until the Award is settled by the issuance of such Shares to you. |
| a. | Distribution. Provided that the vesting requirements have been met, the Company shall deliver the
Shares to the Grantee or direct the brokerage agent whom the Company is using to administer the distribution of Shares as soon as reasonably
practical. Notwithstanding the forgoing, to the extent that the vesting of RSUs is accelerated pursuant to Section 7 hereof, the
Shares shall be delivered within thirty (30) days following the satisfaction of such vesting requirement. |
| b. | Transferability. The RSUs may not be sold, assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of unless the Plan so provides. |
| a. | Responsibility for Taxes. You acknowledge that, regardless of any action taken by the Company or,
if different, your employer (the "Employer"), the ultimate liability for all income tax, social insurance payroll tax,
fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to
you or deemed by the Company or the Employer in its discretion to be an appropriate charge to you even if legally applicable to the Company
or the Employer (collectively, "Tax-Related Items") is and remains your responsibility and may exceed the amount (if
any) withheld by the Company or the Employer. You further acknowledge that (i) neither the Company nor the Employer make any representation
or undertaking regarding the treatment of any Tax-Related Items in connection with any aspect of the Award including without limitation,
the grant, vesting, or settlement of the Award or the subsequent sale of Shares issued pursuant to the Award; and (ii) the Company
and the Employer do not commit to and are under no obligation to structure the Award to reduce or eliminate your liability for Tax-Related
Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction between the
Award Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company or the Employer (or former employer, as applicable)
may be required to withhold or account for Tax-Related Items in more than one jurisdiction. |
| b. | Payment of Tax-Related Items. Prior to any event in connection with the Award (e.g., vesting) that
gives rise to a Tax-Related Items obligation, you must arrange for the satisfaction of such Tax -Related Items in a manner acceptable
to the Company and the Employer. |
| i. | By Sale of Shares. Unless you choose to satisfy the Tax-Related Items by some other means
in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and authorization to the Company
and the Designated Broker to sell on your behalf a number of Shares from those Shares issued to you as the Company determines to
be appropriate to generate cash proceeds sufficient to satisfy your obligation for Tax-Related Items. Such Shares will be sold on the
day of the event giving rise to the Tax-Related Items (e.g., a Vest Date) or as soon thereafter as practicable. You will be responsible
for all broker's fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages,
or expenses relating to any such sale. The number of Shares sold may be determined by considering any applicable withholding rates, including
maximum applicable rates, and to the extent the proceeds of such sale exceed your obligation for Tax-Related Items, the Company agrees
to pay such excess in cash to you through payroll or otherwise as soon as practicable and you acknowledge that you have no entitlement
to the equivalent in Shares. You further acknowledge that the Company or its designee is under no obligation to arrange for such sale
at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your obligation for Tax-Related Items.
Accordingly, you agree to pay to the Company or any of its Subsidiaries including the Employer as soon as practicable, including through
additional payroll withholding, any amount of the Tax - Related Items that is not satisfied by the sale of Shares described above. |
| ii. | (ii)By Wire Transfer or Other Means. At any time not less than five business days before
any obligation for Tax-Related Items arises (e.g., a Vest Date), you may elect to satisfy your obligation for Tax-Related Items
by delivering to the Company an amount that the Company determines is sufficient to satisfy the Tax-Related Items by wire transfer to
such account as the Company may direct, or such other means as the Company may establish or permit. If you have made an election to satisfy
your obligation for Tax-Related Items by wire transfer or other means and, as determined by the Company, have not adequately funded the
obligation for Tax-Related Items within five business days before a Vest Date for this Award or any other award of restricted stock units
granted to you under the Plan, the Company reserves the right to satisfy your obligation for Tax-Related Items pursuant to the method
described above in 9(b)(i). |
| c. | Right to Retain Shares or Cash. The Company may refuse to issue or deliver any Shares or the proceeds
from the sale of Shares to you until the obligation for any Tax-Related Items due in connection with the Award has been satisfied. To
the extent permitted by law, the Company has the right to retain, without notice, from Shares issuable under the Award, Shares having
a value sufficient to satisfy the Tax-Related Items. Further, the Company or the Employer has the right to retain, without notice, from
salary or other amounts payable to you, cash sufficient to satisfy the Tax-Related Items. If your obligation for Tax-Related Items is
satisfied by the Company withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject
to the vested Award, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
You agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold
or account for as a result of your participation in the Plan that cannot be satisfied by the means described in this Section 9. |
| 10. | Registration. The Company currently has an effective registration statement on file with the U.S.
Securities and Exchange Commission with respect to the Shares subject to the Award. The Company intends to maintain this registration
but has no obligation to do so. If the registration ceases to be effective, you will not be able to transfer or sell Shares issued to
you pursuant to the Award unless exemptions from registration under applicable securities laws are available. Such exemptions from registration
are very limited and might be unavailable. You agree that any resale by you of the Shares issued pursuant to the Award shall comply in
all respects with the requirements of all applicable securities laws, rules and regulations, including, without limitation, the provisions
of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder, and any other law, rule or
regulation including, without limitation, applicable securities law and exchange control regulations for your country of residence, as
all may be amended from time to time. The Company shall not be obligated to either issue the Shares (or any benefit in lieu of the Shares)
or permit the resale of any Shares if such issuance or resale would violate any such requirements. |
| 11. | Limitation on Rights; Nature of Grant. By entering into this Agreement and accepting the Award,
you acknowledge, understand and agree that: |
| a. | the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified,
suspended or terminated by the Company at any time, to the extent permitted by the Plan; |
| b. | the grant of the Award is a one-time benefit and does not create any contractual or other right to receive
future grants of awards or benefits in lieu of awards, even if awards have been granted in the past; |
| c. | all determinations with respect to any future grants, of awards will be at the sole discretion of the
Company; |
| d. | your participation in the Plan is voluntary; |
| e. | the Award and the Shares subject to the Award are not intended to replace any pension rights or compensation; |
| f. | unless provided for in a separate agreement between Grantee and the Company, the Award and the Shares
subject to the Award, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any
benefits, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or
retirement or welfare benefits or similar payments; |
| g. | the future value of the Common Stock subject to the Award is unknown, indeterminable and cannot be predicted
with certainty, |
| h. | neither the Plan, the Award nor the issuance of the Shares shall create a right to employment or be interpreted
to form an employment contract with the Employer, the Company, or any Subsidiary and shall not interfere with the ability of the Company,
any Subsidiary or the Employer, as applicable, to terminate your employment at any time; |
| i. | unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefit evidenced
by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company
nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and |
| 12. | No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor
is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares.
You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before
taking any action related to the Plan. |
| 13. | Employee Data Privacy. By entering into this Agreement and accepting the Award: |
| a. | you explicitly and unambiguously consent to the collection, use and transfer, in electronic or other
form, of any of your personal data as described in this Agreement and any other restricted stock unit grant materials (“Data”)
by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and
managing your participation in the Plan; |
| b. | you understand that the Company and the Employer may, for the exclusive purpose of implementing,
administering and managing the Plan, hold certain personal information about you, including but not limited to your name, home address
and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, and details
of all awards or entitlements to Common Stock granted to you under the Plan or otherwise (“Data”); |
| c. | you understand that Data will be transferred to, in electronic or other form, and stored by, a broker
or stock plan service provider selected by the Company, to assist the Company with the implementation, administration and management of
the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’
country may have different data privacy laws and protections than your country. You authorize the Company, the broker or stock plan services
provider, and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering
and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing,
administering and managing your participation in the Plan. |
| d. | you understand that Data will be held only as long as is necessary to implement, administer and
manage your participation in the Plan. |
| e. | you understand that you are providing the consents herein on a purely voluntary basis, and that
if you do not consent, or if you later seek to revoke your consent, your employment and career with the Employer will not be adversely
affected, and the only adverse consequence of refusing or withdrawing your consent is that the Company would not be able to grant you
restricted stock units or other equity awards or administer or maintain such awards, and you therefore understand that refusing or withdrawing
your consent may affect your ability to participate in the Plan; and |
| f. | you understand that, if you reside outside of the United States, you may, at any time, request a
list with the names and addresses of any potential recipients of the Data, request access to the Data, request additional information
about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing your human resources representative. |
| 14. | Severability. In the event that any provision of this Agreement is deemed to be invalid or unenforceable,
in whole or in part, the remaining provisions shall nevertheless remain in full force and effect without being impaired or invalidated
in any way. |
| 15. | Governing Law and Venue. The Award and this Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada, U.S.A., without regard to conflict of laws principles. Each party agrees to exclusive personal jurisdiction
and venue in the federal and state courts in Clark County, Nevada, U.S.A., for any dispute arising out of this Agreement. |
| 16. | Language. If you have received this Agreement or any other document related to the Plan or the
Award translated into a language other than English and if the meaning of the translated version is different than the English version,
the English version will control. |
| 17. | Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver
any documents related to the Award and participation in the Plan or future Awards that may be granted under the Plan by electronic means
or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic
delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by
the Company or a third party designated by the Company. |
| 18. | Appendix. Notwithstanding the provisions of this Agreement, the Award shall be subject to any special
terms and conditions for your country set forth in the Appendix to this Agreement. To the extent any provision in the Appendix is inconsistent
with a provision in the body of this Agreement, the provision in the Appendix shall prevail. Moreover, if you relocate to one of the countries
included in the Appendix, the terms and conditions for such country will apply to you to the extent the Company determines that the application
of such terms and conditions is necessary or advisable for legal or administrative reasons. |
| 19. | Compliance with Applicable Laws. You acknowledge that, as a result of your participation in the
Plan, you may have obligations under applicable securities, exchange control or other laws or regulations in effect in your country. Without
limitation, such obligations may include obligations to report your acquisition of Awards or Shares to local regulators, to repatriate
proceeds from the sale of Shares and dividends (if any) to your home country, to engage a locally licensed intermediary to assist with
transactions in the Shares, or to obtain licenses or approvals from local regulators prior to acquiring or selling Shares. Further, depending
on your country of residence, you may be subject to insider trading restrictions or market abuse laws, which may affect your ability to
acquire or sell Shares or rights to Shares (e.g., restricted stock units) under the Plan during such times as you are considered
to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these
insider trading or market abuse laws or regulations are separate from and in addition to any restrictions that may be imposed under any
applicable Company insider trading policy. Neither the Company, the Employer, nor any Subsidiary will be liable for any fines or penalties
that you may incur as a result of your failure to comply with any applicable laws. You should be aware that securities, exchange control,
insider trading and other laws may change frequently and often without notice. You are hereby advised to confirm the legal obligations
that may arise from your participation in the Plan with a qualified advisor. |
| 20. | Imposition of Other Requirements. The Company reserves the right to impose other requirements on
your participation in the Plan, on the Award and on any Shares issued in settlement of the Award, to the extent the Company determines
it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings
that may be necessary to accomplish the foregoing. |
| 21. | Waiver. You acknowledge that a waiver by the Company of breach of any provision of this Agreement
shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other
Participant. |
| 22. | Execution of Agreement. By electronically or otherwise accepting this Agreement, you acknowledge
your understanding and acceptance of the terms and conditions of the Award. The Company has no obligation to issue you Shares under this
Agreement if you do not accept the Award. Further, any acceptance of Shares issued pursuant to this Agreement shall constitute your acceptance
of the Award and your agreement with all terms and conditions of the Award, as set forth in the Plan and this Agreement. |
Signature Page to Follow
ACCEPTANCE AND ACKNOWLEDGMENT
The parties accept and agree to the terms of the
Restricted Stock Unit Award described in this Agreement and in the Plan, acknowledge receipt of a copy of this Agreement, the Plan and
the applicable Plan Summary, and acknowledge that each has read them carefully and that fully understand their contents.
RUMBLEON, INC. |
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GRANTEE |
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By: |
/s/ Thomas E. Aucamp |
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By: |
Signed Electronically |
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Name: |
Thomas E. Aucamp |
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Name: |
WILLIAM COULTER |
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Title: |
CAO |
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Date: |
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Date: |
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APPENDIX TO THE
RUMBLEON, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
************
UNITED STATES
Code
Section 409A. It is intended that all compensation payable pursuant to this Agreement are exempt from or, alternatively,
comply with Section 409A (and any legally binding guidance promulgated under Section 409A, including, without limitation, the
Final Treasury Regulations) (“Code Section 409A”), and this Agreement will be interpreted, administered and operated
accordingly. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally
amend or modify this Agreement as may be necessary to ensure that all payments provided for under this Agreement are made in a manner
that qualifies for exemption from or complies with Section 409A of the Code; provided, however, that the Company makes no representation
that the grant, vesting, or settlement of the Award will be exempt from or comply with Section 409A of the Code and makes no undertaking
to preclude Section 409A of the Code from applying to the grant, vesting or settlement of the Award granted pursuant to this Agreement.
In the event that any provision of this Agreement is inconsistent with Code Section 409A or such guidance, then the applicable provisions
of Code Section 409A shall supersede such inconsistent provision. Notwithstanding the foregoing, in no event will any of Company,
its parent, or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure
of the form of this Agreement to be exempt from or comply with Code Section 409A and none of the foregoing guarantees that the form
of this Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, Grantee’s
right to receive any payments pursuant to this Agreement shall be treated as a right to receive a separate and distinct payment, and any
payments to be made in installments shall be deemed to be a series of separate payments. Whenever a payment under this Agreement specifies
a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion
of Company. A termination of employment under this Agreement shall mean a “separation from service” under Code Section 409A.
Notwithstanding any provisions of the Agreement to the contrary, to the extent the that Code Section 409A would cause an adverse
tax consequence to the Grantee, a Change in Control shall not be deemed to occur for purposes of this Agreement unless the Change in Control
meets the definition ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation or in the Ownership of
a Substantial Portion of the Assets of a Corporation” under Treasury Department Regulation 1.409A-3(i)(5), as revised from time
to time in either subsequent regulations or other guidance.
Appendix: Vesting Schedule
Date |
Quantity |
10/01/2023 |
3,056 |
01/01/2024 |
3,056 |
04/01/2024 |
3,056 |
07/01/2024 |
3,057 |
Exhibit 99.20
RESTRICTED STOCK UNIT AWARD
TO:
MARK TKACH
You ("Grantee")
have been granted, this restricted stock unit ("RSU") award (the "Award") by RumbleOn, Inc. (the "Company")
pursuant to the RumbleOn 2017 Stock Incentive Plan (as amended to date, the "Plan"). This Restricted Stock Unit Award Agreement
(the "Agreement") confirms the understanding between RumbleOn and you as of the Effective Date. The Award represents an unsecured
and unfunded promise of the Company to deliver Class B Common Stock of the Company in the future subject to the fulfillment of the vesting
conditions set forth in the Agreement.
| 1. | Introduction. The terms of the Award are as set forth in Agreement and in the Plan. The Plan is
incorporated into this Agreement by reference, which means that this Agreement is limited by and subject to the express terms and provisions
of the Plan. You agree that you have been provided access to the Plan and that this Award shall be subject to the conditions set forth
in the Plan, including future amendments thereto. In the event of a conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall control. Capitalized terms that are not defined in this Agreement have the meanings given to them in
the Plan. The most important terms of the Award are summarized as follows: |
| 2. | Effective Date: 09/01/2023 |
| 4. | Number of RSUs Subject to this Award: 61,125 |
| 5. | Vesting Schedule: Subject to your continuous employment and the terms of this Agreement,
including, without limitation, Sections 6 and 7, the Award will vest according to the following schedule: |
Please
refer to Appendix: Vesting Schedule
| 6. | Conversion of RSUs and Issuance of Shares. Upon each vesting of the Award (each, a "Vest Date"),
one share of Common Stock shall be issuable for each restricted stock unit that vests on such Vest Date (the "Shares"), subject
to the terms and provisions of the Plan and this Agreement. Thereafter, the Company will transfer such Shares to you upon satisfaction
of any required Tax-Related Items (as defined in Section 9). No fractional shares shall be issued under this Agreement. |
| 7. | Termination of Employment or Other Services; Change in Control. |
| a. | Termination. Except as otherwise provided for in a separate agreement between the Company and you
that is in effect at the time of your termination, the unvested portion of the Award will terminate automatically and be forfeited to
the Company immediately and without further notice upon the voluntary or involuntary termination of your employment with the Company or
any Subsidiary for any reason other than death; notwithstanding the preceding, in the event of termination due to disability, the Compensation
Committee of the Board of Directors or its designee may, in their sole discretion, provide that RSUs which have not vested on the date
of such termination shall vest immediately. |
For purposes of the Award, your employment
will be considered terminated as of the date the Company determines you are no longer actively providing services to the Company or a
subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws
in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided
in this Agreement or determined by the Company, your right to continue to vest in the Award, if any, will terminate as of such date and
will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any
period of "garden leave" or similar period mandated under employment laws, statutory laws, regulatory laws or common laws in
the jurisdiction where you are employed or the terms of your employment agreement, if any).
A transfer of employment or services between
or among the Company and its Subsidiaries shall not be considered a termination of employment. Further, unless the Compensation Committee
or its designee determines otherwise, including through policies it may adopt from time to time regarding part-time work arrangements
or reduced work schedules, and except as otherwise required by local law, for purposes of this Award only, any reduction in your regular
hours of employment to less than thirty hours per week is deemed a termination of your employment with the Company or any Subsidiary.
In case of termination of your employment for Cause or for a violation of the Company's code of business conduct and ethics, the Award
shall automatically terminate upon first notification to you of such termination, unless the Compensation Committee or its designee determines
otherwise. If your employment is suspended pending an investigation of whether you should be terminated for Cause or for a violation of
the Company's code of business conduct and ethics, all of your rights under the Award likewise may be suspended during the period of investigation.
The Compensation Committee or its designee, the highest ranking manager of Human Resources, the Chief Legal Officer, or any officer of
the Company delegated such authority by the Compensation Committee or its designee shall have the exclusive discretion to determine when
you are no longer actively providing services to the Company or any Subsidiary or when your rights under the Award may be suspended pending
an investigation of whether you should be terminated for Cause or a violation of the Company's code of business conduct and ethics.
| b. | Change in Control. In the event of a Change in Control, as defined in the Plan, all RSUs which
have not yet vested on the date of such Change in Control shall immediately vest. |
| 8. | Right to Shares. Unless otherwise provide in the Plan, you shall have no rights of that of a shareholder
with respect the RSUs (including any voting rights or rights with respect to dividends paid on the Class B Common Stock) issuable under
the Award until the Award is settled by the issuance of such Shares to you. |
| a. | Distribution. Provided that the vesting requirements have been met, the Company shall deliver the
Shares to the Grantee or direct the brokerage agent whom the Company is using to administer the distribution of Shares as soon as reasonably
practical. Notwithstanding the forgoing, to the extent that the vesting of RSUs is accelerated pursuant to Section 7 hereof, the Shares
shall be delivered within thirty (30) days following the satisfaction of such vesting requirement. |
| b. | Transferability. The RSUs may not be sold, assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of unless the Plan so provides. |
| a. | Responsibility for Taxes. You acknowledge that, regardless of any action taken by the Company or,
if different, your employer (the "Employer"), the ultimate liability for all income tax, social insurance payroll tax,
fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to
you or ,deemed by the Company or the Employer in its discretion to be an appropriate charge to you even if legally applicable to the Company
or the Employer (collectively, "Tax-Related Items") is and remains your responsibility and may exceed the amount (if
any) withheld by the Company or the Employer. You further acknowledge that (i) neither the Company nor the Employer make any representation
or undertaking regarding the treatment of any Tax-Related Items in connection with any aspect of the Award including without limitation,
the grant, vesting, or settlement of the Award or the subsequent sale of Shares issued pursuant to the Award; and (ii) the Company and
the Employer do not commit to and are under no obligation to structure the Award to reduce or eliminate your liability for Tax-Related
Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction between the
Award Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company or the Employer (or former employer, as applicable)
may be required to withhold or account for Tax-Related Items in more than one jurisdiction. |
| b. | Payment of Tax-Related Items. Prior to any event in connection with the Award (e.g., vesting) that
gives rise to a Tax-Related Items obligation, you must arrange for the satisfaction of such Tax -Related Items in a manner acceptable
to the Company and the Employer. |
| i. | By Sale of Shares. Unless you choose to satisfy the Tax-Related Items by some other means
in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and authorization to the Company and
the Designated Broker to sell on your behalf a number of Shares from those Shares issued to you as the Company determines to be
appropriate to generate cash proceeds sufficient to satisfy your obligation for Tax-Related Items. Such Shares will be sold on the day
of the event giving rise to the Tax-Related Items (e.g., a Vest Date) or as soon thereafter as practicable. You will be responsible
for all broker's fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages,
or expenses relating to any such sale. The number of Shares sold may be determined by considering any applicable withholding rates, including
maximum applicable rates, and to the extent the proceeds of such sale exceed your obligation for Tax-Related Items, the Company agrees
to pay such excess in cash to you through payroll or otherwise as soon as practicable and you acknowledge that you have no entitlement
to the equivalent in Shares. You further acknowledge that the Company or its designee is under no obligation to arrange for such sale
at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your obligation for Tax-Related Items.
Accordingly, you agree to pay to the Company or any of its Subsidiaries including the Employer as soon as practicable, including through
additional payroll withholding, any amount of the Tax Related Items that is not satisfied by the sale of Shares described above. |
| ii. | (ii)By Wire Transfer or Other Means. At any time not less than five business days before
any obligation for Tax-Related Items arises (e.g., a Vest Date), you may elect to satisfy your obligation for Tax-Related Items
by delivering to the Company an amount that the Company determines is sufficient to satisfy the Tax-Related Items by wire transfer to
such account as the Company may direct, or such other means as the Company may establish or permit. If you have made an election to satisfy
your obligation for Tax-Related Items by wire transfer or other means and, as determined by the Company, have not adequately funded the
obligation for Tax-Related Items within five business days before a Vest Date for this Award or any other award of restricted stock units
granted to you under the Plan, the Company reserves the right to satisfy your obligation for Tax-Related Items pursuant to the method
described above in 9(b)(i). |
| c. | Right to Retain Shares or Cash. The Company may refuse to issue or deliver any Shares or the proceeds
from the sale of Shares to you until the obligation for any Tax-Related Items due in connection with the Award has been satisfied. To
the extent permitted by law, the Company has the right to retain, without notice, from Shares issuable under the Award, Shares having
a value sufficient to satisfy the Tax-Related Items. Further, the Company or the Employer has the right to retain, without notice, from
salary or other amounts payable to you, cash sufficient to satisfy the Tax-Related Items. If your obligation for Tax-Related Items is
satisfied by the Company withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject
to the vested Award, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
You agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold
or account for as a result of your participation in the Plan that cannot be satisfied by the means described in this Section 9. |
| 10. | Registration. The Company currently
has an effective registration statement on file with the U.S. Securities and Exchange Commission
with respect to the Shares subject to the Award. The Company intends to maintain this
registration but has no obligation to do so. If the registration ceases to be effective,
you will not be able to transfer or sell Shares issued to you pursuant to the Award unless
exemptions from registration under applicable securities laws are available. Such exemptions
from registration are very limited and might be unavailable. You agree that any resale by
you of the Shares issued pursuant to the Award shall comply in all respects with the requirements
of all applicable securities laws, rules and regulations, including, without limitation,
the provisions of the Securities Act, the Exchange Act and the respective rules and regulations
promulgated thereunder, and any other law, rule or regulation including, without limitation,
applicable securities law and exchange control regulations for your country of residence,
as all may be amended from time to time. The Company shall not be obligated to either issue
the Shares (or any benefit in lieu of the Shares) or permit the resale of any Shares if such
issuance or resale would violate any such requirements. |
| 11. | Limitation on Rights; Nature of Grant. By entering into this Agreement and accepting the Award,
you acknowledge, understand and agree that: |
| a. | the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified,
suspended or terminated by the Company at any time, to the extent permitted by the Plan; |
| b. | the grant of the Award is a one-time benefit and does not create any contractual or other right to receive
future grants of awards or benefits in lieu of awards, even if awards have been granted in the past; |
| c. | all determinations with respect to any future grants, of awards will be at the sole discretion of the
Company; |
| d. | your participation in the Plan is voluntary; |
| e. | the Award and the Shares subject to the Award are not intended to replace any pension rights or compensation; |
| f. | unless provided for in a separate agreement between Grantee and the Company, the Award and the Shares
subject to the Award, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any
benefits, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or
retirement or welfare benefits or similar payments; |
| g. | the future value of the Common Stock subject to the Award is unknown, indeterminable and cannot be predicted
with certainty, |
| h. | neither the Plan, the Award nor the issuance of the Shares shall create a right to employment or be interpreted
to form an employment contract with the Employer, the Company, or any Subsidiary and shall not interfere with the ability of the Company,
any Subsidiary or the Employer, as applicable, to terminate your employment at any time; |
| i. | unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefit evidenced
by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company
nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and |
| 12. | No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor
is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares.
You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before
taking any action related to the Plan. |
| 13. | Employee Data Privacy. By entering into this Agreement and accepting the Award: |
| a. | you explicitly and unambiguously consent to the collection, use and transfer, in electronic or other
form, of any of your personal data as described in this Agreement and any other restricted stock unit grant materials ("Data")
by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and
managing your participation in the Plan; |
| b. | you understand that the Company and the Employer may, for the exclusive purpose of implementing,
administering and managing the Plan, hold certain personal information about you, including but not limited to your name, home address
and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, and details
of all awards or entitlements to Common Stock granted to you under the Plan or otherwise ("Data"); |
| c. | you understand that Data will be transferred to, in electronic or other form, and stored by, a broker
or stock plan service provider selected by the Company, to assist the Company with the implementation, administration and management of
the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients' country
may have different data privacy laws and protections than your country. You authorize the Company, the broker or stock plan services provider,
and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing
the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering
and managing your participation in the Plan. |
| d. | you understand that Data will be held only as long as is necessary to implement, administer and
manage your participation in the Plan. |
| e. | you understand that you are providing the consents herein on a purely voluntary basis, and that
if you do not consent, or if you later seek to revoke your consent, your employment and career with the Employer will not be adversely
affected, and the only adverse consequence of refusing or withdrawing your consent is that the Company would not be able to grant you
restricted stock units or other equity awards or administer or maintain such awards, and you therefore understand that refusing or withdrawing
your consent may affect your ability to participate in die Plan; and |
| f. | you understand that, if you reside outside of the United States, you may, at any time, request a
list with the names and addresses of any potential recipients of the Data, request access to the Data, request additional information
about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing your human resources representative. |
| 14. | Severability. In the event that any provision of this Agreement is deemed to be invalid or unenforceable,
in whole or in part, the remaining provisions shall nevertheless remain in full force and effect without being impaired or invalidated
in any way. |
| 15. | Governing Law and Venue. The Award and this Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada, U.S.A., without regard to conflict of laws principles. Each party agrees to exclusive personal jurisdiction
and venue in the federal and state courts in Clark County, Nevada, U.S.A., for any dispute arising out of this Agreement. |
| 16. | Language. If you have received this Agreement or any other document related to the Plan or the
Award translated into a language other than English and if the meaning of the translated version is different than the English version,
the English version will control. |
| 17. | Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver
any documents related to the Award and participation in the Plan or future Awards that may be granted under the Plan by electronic means
or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic
delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by
the Company or a third party designated by the Company. |
| 18. | Appendix. Notwithstanding the provisions of this Agreement, the Award shall be subject to any special
terms and conditions for your country set forth in the Appendix to this Agreement. To the extent any provision in the Appendix is inconsistent
with a provision in the body of this Agreement, the provision in the Appendix shall prevail. Moreover, if you relocate to one of the countries
included in the Appendix, the terms and conditions for such country will apply to you to the extent the Company determines that the application
of such terms and conditions is necessary or advisable for legal or administrative reasons. |
| 19. | Compliance with Applicable Laws. You acknowledge that, as a result of your participation in the
Plan, you may have obligations under applicable securities, exchange control or other laws or regulations in effect in your country. Without
limitation, such obligations may include obligations to report your acquisition of Awards or Shares to local regulators, to repatriate
proceeds from the sale of Shares and dividends (if any) to your home country, to engage a locally licensed intermediary to assist with
transactions in the Shares, or to obtain licenses or approvals from local regulators prior to acquiring or selling Shares. Further, depending
on your country of residence, you may be subject to insider trading restrictions or market abuse laws, which may affect your ability to
acquire or sell Shares or rights to Shares (e.g., restricted stock units) under the Plan during such times as you are considered
to have "inside information" regarding the Company (as defined by the laws in your country). Any restrictions under these insider
trading or market abuse laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable
Company insider trading policy/Neither the Company, the Employer, nor any Subsidiary will be liable for any fines or penalties that you
may incur as a result of your failure to comply with any applicable laws. You should be aware that securities, exchange control, insider
trading and other laws may change frequently and often without notice. You are hereby advised to confirm the legal obligations that may
arise from your participation in the Plan with a qualified advisor. |
| 20. | Imposition of Other Requirements. The Company reserves the right to impose other requirements on
your participation in the Plan, on the Award and on any Shares issued in settlement of the Award, to the extent the Company determines
it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings
that may be necessary to accomplish the foregoing. |
| 21. | Waiver. You acknowledge that a waiver by the Company of breach of any provision of this Agreement
shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other
Participant. |
| 22. | Execution of Agreement. By electronically or otherwise accepting this Agreement, you acknowledge
your understanding and acceptance of the terms and conditions of the Award. The Company has no obligation to issue you Shares under this
Agreement if you do not accept the Award. Further, any acceptance of Shares issued pursuant to this Agreement shall constitute your acceptance
of the Award and your agreement with all terms and conditions of the Award, as set forth in the Plan and this Agreement. |
Signature Page to Follow
ACCEPTANCE AND ACKNOWLEDGMENT
The parties accept and agree to the terms of the Restricted Stock Unit
Award described in this Agreement and in the Plan, acknowledge receipt of a copy of this Agreement, the Plan and the applicable Plan Summary,
and acknowledge that each has read them carefully and that fully understand their contents.
RUMBLEON, INC. |
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GRANTEE |
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By: |
/s/ Thomas E. Aucamp |
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By: |
Signed Electronically
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Name: |
Thomas E. Aucamp |
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Name: |
MARK TKACH |
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Title: |
CAO |
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Date: |
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Date: |
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APPENDIX TO THE
RUMBLEON, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
************
UNITED STATES
Code Section 409A. It is intended that
all compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Section 409A (and any legally binding
guidance promulgated under Section 409A, including, without limitation, the Final Treasury Regulations) ("Code Section 409A"),
and this Agreement will be interpreted, administered and operated accordingly. The Company reserves the right, to the extent the Company
deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that
all payments provided for under this Agreement are made in a manner that qualifies for exemption from or complies with Section 409A of
the Code; provided, however, that the Company makes no representation that the grant, vesting, or settlement of the Award will be exempt
from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the grant,
vesting or settlement of the Award granted pursuant to this Agreement. In the event that any provision of this Agreement is inconsistent
with Code Section 409A or such guidance, then the applicable provisions of Code Section 409A shall supersede such inconsistent provision.
Notwithstanding the foregoing, in no event will any of Company, its parent, or their respective subsidiaries, affiliates, or officers,
directors, employees, or agents have any liability for failure of the form of this Agreement to be exempt from or comply with Code Section
409A and none of the foregoing guarantees that the form of this Agreement is exempt from or complies with Code Section 409A. For all
purposes under Code Section 409A, Grantee's right to receive any payments pursuant to this Agreement shall be treated as a right to receive
a separate and distinct payment, and any payments to be made in installments shall be deemed to be a series of separate payments. Whenever
a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified
period shall be within the sole discretion of Company. A termination of employment under this Agreement shall mean a "separation
from service" under Code Section 409A. Notwithstanding any provisions of the Agreement to the contrary, to the extent the that Code
Section 409A would cause an adverse tax consequence to the Grantee, a Change in Control shall not be deemed to occur for purposes
of this Agreement unless the Change in Control meets the definition ascribed to the phrase "Change in the Ownership or Effective
Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation" under Treasury Department
Regulation 1.409A-3(i)(5), as revised from time to time in either subsequent regulations or other guidance.
Appendix: Vesting Schedule
Date |
Quantity |
09/16/2023 |
30,562 |
12/15/2023 |
30,563 |
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