SCHEDULE 13D/A: Rumble CEO Christopher Pavlovski Sells Nearly 10 Million Shares Back to Company in Self-Tender Offer

Rumble Inc. CEO Christopher Pavlovski has reduced his direct Class A Common Stock holdings by selling approximately 9.99 million shares to the company as part of its self-tender offer, while retaining a significant beneficial ownership stake.

Summary

• Christopher Pavlovski, CEO of Rumble Inc., filed an Amendment No. 3 to Schedule 13D, updating his beneficial ownership in the company.
• The filing details that Mr. Pavlovski exchanged 9,636,434 ExchangeCo Shares for an equal number of Class A Common Stock shares.
• Immediately following the exchange, he sold these 9,636,434 Class A Common Stock shares, along with an additional 354,849 Class A Common Stock shares, to Rumble Inc. in the Issuer's self-tender offer.
• The total number of Class A Common Stock shares sold by Mr. Pavlovski in the tender offer was 9,991,283 shares.
• The sale price for these shares was $7.50 per share.
• In connection with the exchange of ExchangeCo Shares, an equivalent number of Class C Common Stock and Class D Common Stock held by Mr. Pavlovski were cancelled.
• Following these transactions, Mr. Pavlovski beneficially owns 130,918,351 shares of Class A Common Stock, representing 38.6% of the outstanding Class A Common Stock.
• His beneficial ownership includes 95,045,969 shares issuable upon exchange of ExchangeCo Shares (some subject to vesting/forfeiture), 34,670,269 shares issuable upon exercise of options (some subject to vesting/forfeiture), and 1,100,000 restricted stock units (RSUs) covering Class A Common Stock (of which 354,849 shares were sold in the tender offer).

Sentiment

Score: 6

Explanation: The document is primarily a factual update on a significant share transaction by the CEO as part of a company tender offer. While the CEO selling shares could be seen negatively, the company buying back shares can be positive. The overall sentiment is neutral to slightly positive due to the tender offer and the CEO's continued substantial stake.

Positives

• The company's self-tender offer indicates a use of capital to potentially enhance shareholder value by reducing the number of outstanding shares.
• Despite the sale, Christopher Pavlovski retains a substantial beneficial ownership of 38.6% in Rumble Inc., signaling continued alignment with the company's long-term success.

Negatives

• The CEO selling a significant number of shares (nearly 10 million) could be perceived negatively by some investors, even if it's part of a company-initiated tender offer.

Risks

• A portion of the CEO's beneficial ownership, specifically 34,858,165 ExchangeCo Shares and 11,335,655 shares issuable upon option exercise, are subject to vesting conditions and forfeiture pursuant to the Business Combination Agreement, which could impact his future holdings.

Future Outlook

The document does not provide explicit forward-looking statements or guidance regarding the company's future performance or strategic direction, beyond the vesting schedules for the CEO's equity awards.

Management Comments

• Christopher Pavlovski, as the Reporting Person and CEO of Rumble Inc., executed the described share exchange and sale as part of the Issuer's self-tender offer.

Industry Context

This filing is a specific disclosure of a beneficial ownership change and a related party transaction, and it does not provide broader industry context or trends.

Related Party Transactions

• Christopher Pavlovski, the Chief Executive Officer of Rumble Inc., engaged in a transaction with the Issuer by selling 9,991,283 shares of Class A Common Stock to the company in its self-tender offer at a price of $7.50 per share. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The self-tender offer reduces the number of outstanding shares, which can potentially increase earnings per share for remaining shareholders. The CEO's sale and continued significant ownership may influence investor perception.
• Employees: The CEO's employment status is tied to the vesting of his equity awards, as indicated by the continuous employment condition for RSU vesting.

Next Steps

• Remaining restricted stock units (RSUs) granted to Christopher Pavlovski are scheduled to vest in one-third installments on September 16, 2024, and September 16, 2025, subject to his continuous employment.

Key Dates

Keywords

Rumble Inc., Christopher Pavlovski, Schedule 13D, Beneficial Ownership, Self-Tender Offer, Share Sale, Class A Common Stock, ExchangeCo Shares, Corporate Governance