SEC Form 4/A · accession 0001654954-18-011884
RideNow Group, Inc. · RDNW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Denmar John Dixon
Director
Period of report
May 14, 2018
Accepted (ET)
Nov 1, 2018 · 7:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001596961
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | Apr 30, 2018 | M | 7,000 | — | A | 35,000 | D | |
| Class B Common Stock | May 14, 2018 | P | 600 | $4.81 | A | 35,600 | D | |
| Class B Common StockF2 | May 14, 2018 | P | 5,000 | $4.80 | A | 1,018,429 | I | See Footnote |
| Class B Common StockF3 | holding | — | — | — | 7,750 | I | See Footnote | |
| Class B Common StockF4 | holding | — | — | — | 250 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | — | May 14, 2018 | M | 7,000 | D | — | — | Class B Common Stock | 35,000 | 28,000 | D |
Explanation of responses
- F1Represents shares of RMBL Class B Common Stock received upon vesting of Restricted Stock Units ("RSUs"). The RSUs vested on April 30, 2018 and the shares of common stock were delivered on May 8, 2018.
- F2Represents shares owned through Blue Flame Capital, LLC, an entity controlled by the Reporting Person.
- F3Represents shares owned by the Reporting Person's spouse.
- F4Represents shares owned by the Reporting Person's son.
- F5Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of RMBL Class B Common Stock.
- F6The RSUs vest (1) 20% on the last day of the thirteenth month following the grant date, (2) 2.5% monthly on the last day of each month beginning on the last day of the fourteenth month following the grant date through the last of the twenty-fifth month following the grant date and (3) 4.17% monthly on the last day of each month beginning on the last day of the twenty-sixth month following the grant date through the last day of the thirty-seventh month following the grant date. The shares underlying the vested RSUs will be delivered to the Reporting Person on an annual basis during the thirteenth months following the grant date.
Remarks
This amendment is being filed to reflect a decrease of 600 shares of the Issuer erroneously included in the original Form 4 filed on May 15, 2018 as being purchased by Blue Flame Capital, LLC and a corresponding increase of 600 shares of the Issuer directly purchased by the Reporting Person on May 14, 2018.