Statement of Changes in Beneficial Ownership (4)
January 26 2021 - 6:48PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Sanders Elizabeth |
2. Issuer Name and Ticker or Trading Symbol
CarLotz, Inc.
[
LOTZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Administrative Officer |
(Last)
(First)
(Middle)
C/O CARLOTZ, INC., 611 BAINBRIDGE STREET, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/21/2021 |
(Street)
RICHMOND, VA 23224
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Stock Option (right to buy) | $0.64 | 1/21/2021 | | A | | 10193 | | (1) | 8/31/2022 | Class A Common Stock | 10193 | (2) | 10193 | D | |
Stock Option (right to buy) | $0.92 | 1/21/2021 | | A | | 407709 | | (1) | 11/1/2029 | Class A Common Stock | 407709 | (3) | 407709 | D | |
Stock Option (right to buy) | $11.35 | 1/21/2021 | | A | | 8014 | | (4) | 1/21/2031 | Class A Common Stock | 8014 | $0 | 8014 | D | |
Restricted Stock Units | (5)(6) | 1/21/2021 | | A | | 41888 | | (5) | 1/21/2026 | Class A Common Stock | 41888 | (7) | 41888 | D | |
Restricted Stock Units | (6) | 1/21/2021 | | A | | 5507 | | (8) | (8) | Class A Common Stock | 5507 | $0 | 5507 | D | |
Explanation of Responses: |
(1) | These options are fully vested and exercisable. |
(2) | These options were received exchange for options to purchase 1,000 shares of common stock of CarLotz Group, Inc. (f/k/a CarLotz, Inc. ("Former CarLotz"), pursuant to an Agreement and Plan of Merger, dated as of October 21, 2020 (as amended by Amendment No. 1, dated December 16, 2020, the "Merger Agreement"), by and among Former CarLotz, Acamar Partners Acquisition Corp. ("Acamar Partners") and Acamar Partners Sub, Inc. ("Merger Sub"). Merger Sub merged (the "Merger") with and into Former CarLotz, with Former CarLotz surviving the merger as a wholly owned subsidiary of Acamar Partners (which subsequently changed its name to "CarLotz, Inc..", the "Issuer"). |
(3) | These options were received in the Merger in exchange for options to purchase 4,000 shares of Former CarLotz common stock. |
(4) | These options vest in four equal annual installments beginning January 21, 2021. |
(5) | Reflects Restricted Stock Units acquired pursuant to the Merger Agreement. Pursuant to earnout provisions in the Merger Agreement, the Restricted Stock Units will vest if, from the closing of the Merger until the fifth anniversary thereof, the closing share price of the Class A Common Stock exceeds the following thresholds. One-half will vest if the closing share price of the Class A Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period and one-half will vest if the closing share price of the Class A Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period. |
(6) | Each Restricted Stock Unit represents a contingent right to receive one share of Class A Common Stock. |
(7) | These Restricted Stock Units were received in the Merger in exchange for options to purchase 41,000 shares of Former CarLotz common stock. |
(8) | These Restricted Stock Units vest in four equal annual installments beginning January 21, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sanders Elizabeth C/O CARLOTZ, INC. 611 BAINBRIDGE STREET, SUITE 100 RICHMOND, VA 23224 |
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| Chief Administrative Officer |
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Signatures
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/s/ Rebecca C. Polak as attorney-in-fact for Ms. Sanders Rebecca C. Polak | | 1/26/2021 |
**Signature of Reporting Person | Date |
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