SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
GOLD JUDITH

(Last) (First) (Middle)
C/O RUSH STREET INTERACTIVE, INC.
900 N. MICHIGAN AVENUE, SUITE 950

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2020
3. Issuer Name and Ticker or Trading Symbol
Rush Street Interactive, Inc. [ RSI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class V Voting Stock 565,083(1) I By Daniel S. Kotcher Revocable Trust u/t/a dated December 7, 2012(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Units of Rush Street Interactive, L.P. (3) (3) Class A Common Stock 565,083(4) (3) I By Daniel S. Kotcher Revocable Trust u/t/a dated December 7, 2012(2)
Explanation of Responses:
1. These shares of Class V Voting Stock of the Issuer provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Voting Stock will be entitled to vote as a common stockholder of the Issuer, with the number of votes equal to the number of shares of Class V Voting Stock held at the time of such vote.
2. Consists of securities held by the Daniel S. Kotcher Revocable Trust u/t/a dated December 7, 2012 (the "Kotcher Trust"). The reporting person is a beneficiary of the Kotcher Trust and may be deemed to have a beneficial ownership interest with respect to the securities held thereby, and the reporting person's husband, Daniel Kotcher, serves as trustee of the Kotcher Trust and exercises sole voting and investment control over such securities. The reporting person disclaims beneficial ownership of the securities held by the Kotcher Trust except to the extent of her actual pecuniary interest therein.
3. Pursuant to the Amended and Restated Limited Partnership Agreement of Rush Street Interactive, L.P. ("RSI LP"), beginning on June 29, 2021, the Class A Common Units of RSI LP ("RSI Units") beneficially owned by the reporting person may be exchanged, subject to certain conditions, for one share of Class A Common Stock of the Issuer. Upon such exchange, an equivalent number of shares of Class V Voting Stock then held by the reporting person will be canceled.
4. These securities were issued to the reporting person in connection with the transactions contemplated by the Amended and Restated Business Combination Agreement, dated October 9, 2020 and as further amended on December 4, 2020 (the "BCA"), by and among Rush Street Interactive, Inc. (f/k/a DMY Technology Group, Inc.), RSI LP and the other parties thereto, pursuant to which, among other things, the reporting person will retain a beneficial ownership interest in 565,083 Class A Common Units of RSI LP, of which 52,977 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Kyle Sauers as Attorney-in-fact 01/08/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.