SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CARLIN GREGORY A (Last) (First) (Middle) C/O RUSH STREET INTERACTIVE, INC. 900 N. MICHIGAN AVENUE, SUITE 950 (Street) CHICAGO IL 60611 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Rush Street Interactive, Inc. [ RSI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/11/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/11/2022		C		2,000,000	A	$0(1)	3,250,000(2)	D
Class V Voting Stock	03/11/2022		D		2,000,000	D	$0(1)	14,373,639(1)(3)	D
Class A Common Stock	03/11/2022		C		750,000	A	$0(4)	750,000	I	By Greg and Marcy Carlin Family Trust(5)
Class V Voting Stock	03/11/2022		D		750,000	D	$0(4)	15,759,006	I	By Greg and Marcy Carlin Family Trust(5)
Class V Voting Stock								258,906	I	By Rush Street Interactive GP, LLC(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Units of Rush Street Interactive, L.P.	(7)	03/11/2022		C			2,000,000	(7)	(7)	Class A Common Stock	2,000,000	$0	14,373,639	D
Class A Common Units of Rush Street Interactive, L.P.	(7)	03/11/2022		C			750,000	(7)	(7)	Class A Common Stock	750,000	$0	15,759,006(5)	I	By Greg and Marcy Carlin Family Trust(5)
Class A Common Units of Rush Street Interactive, L.P.	(7)							(7)	(7)	Class A Common Stock	258,906		258,906	I	By Rush Street Interactive GP, LLC(6)

1. Name and Address of Reporting Person* CARLIN GREGORY A (Last) (First) (Middle) C/O RUSH STREET INTERACTIVE, INC. 900 N. MICHIGAN AVENUE, SUITE 950 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GREG & MARCY CARLIN FAMILY TRUST (Last) (First) (Middle) C/O RUSH STREET INTERACTIVE, INC. 900 N. MICHIGAN AVENUE, SUITE 950 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On March 11, 2022, the Reporting Person exchanged, pursuant to the Amended and Restated Limited Partnership Agreement of Rush Street Interactive, LP ("RSI LP"), 2,000,000 Class A Common Units of RSI LP ("RSI Units") for 2,000,000 shares of Class A Common Stock of Rush Street Interactive, Inc. (the "Issuer"), together with an equivalent number of Class V Voting Stock of the Issuer held by the Reporting Person being canceled.

2. The amount of securities beneficially owned gives effect to the Reporting Person's forfeiture of 30,967 previously granted restricted stock units under the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan (the "Plan") as a result of the Reporting Person's resignation from all of his positions with the Issuer.

3. The 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.

4. On March 11, 2022, the Reporting Person exchanged, pursuant to the Amended and Restated Limited Partnership Agreement of RSI LP, 750,000 RSI Units for 750,000 shares of Class A Common Stock of the Issuer, together with an equivalent number of Class V Voting Stock of the Issuer held by the Reporting Person being canceled.

5. These securities are held directly by the Greg and Marcy Family Trust (the "Carlin Trust") and a related trust, the Carlin G3 Trust. The Reporting Person is the trustee of each of these trusts and may be deemed to possess voting and investment control over the securities held by such trusts.

6. These securities are held directly by Rush Street Interactive GP, LLC ("RSI GP"). The Reporting Person is a manager of and controls 19% of the voting units in RSI GP and may be deemed to be a beneficial owner of the securities held thereby. The Reporting Person disclaims beneficial ownership of the securities held by RSI GP except to the extent of his pecuniary interest therein.

7. Pursuant to the Amended and Restated Limited Partnership Agreement of RSI LP, beginning on June 29, 2021, the 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.

Remarks:

	Gregory A. Carlin: /s/ Kyle Sauers as Attorney-in-fact	03/11/2022
	Greg & Marcy Carlin Family Trust: /s/ Kyle Sauers as Attorney-in-fact	03/11/2022
	** 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 4 (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).
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