VRM Vroom Inc

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                       

1. Name and Address of Reporting Person * Dahnke Scott Arnold	2. Issuer Name and Ticker or Trading Symbol Vroom, Inc. [ VRM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O VROOM, INC., 1375 BROADWAY, FLOOR 11	3. Date of Earliest Transaction (MM/DD/YYYY) 7/19/2021
(Street) NEW YORK, NY 10018 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Common Stock	7/19/2021		J(1)		10589776	D	$0.00	4734	I	Directly held by CGP2 Lone Star, L.P. (2)(3)
Common Stock	7/19/2021		J(1)		6994354	D	$0.00	0	I	Directly held by CGP2 Zoom Holding, L.P. (3)
Common Stock								318181	I	Directly held by LCGP3 Accelerator, L.P. (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:
(1)	Each of CGP2 Lone Star, L.P. and CGP2 Zoom Holding, L.P. distributed its shares of common stock in-kind to its limited partners.
(2)	Each of Michael Farello and Scott Dahnke have entered into a Nominee and Indemnity Agreement, pursuant to which they have agreed to hold any equity awards granted to them for their service as directors of the Issuer as nominee for CGP2 Lone Star, L.P. ("CGP2 Lone Star"). Catterton Management Company, L.L.C., as manager of CGP2 Lone Star, may be deemed to share beneficial ownership of the equity awards held as nominee by Messrs. Farello and Dahnke. Each of the foregoing entities and individuals disclaims beneficial ownership the shares underlying such equity awards except to the extent of their pecuniary interest therein, if any.
(3)	CGP2 Managers, L.L.C. ("CGP2 Managers") is the general partner for each of CGP2 Zoom Holding, L.P. ("CGP2 Zoom Holding") and CGP2 Lone Star. CGP3 Managers, L.L.C. ("CGP3 Managers") is the general partner of LCGP3 Accelerator, L.P. ("LCGP3 Accelerator"). As such, CGP2 Managers may be deemed to beneficially own the shares held of record by each of CGP2 Zoom Holding and CGP2 Lone Star, and CGP3 Managers may be deemed to beneficially own the shares held of record by LCGP3 Accelerator. J. Michael Chu and Scott A. Dahnke are managing members of each of CGP2 Managers, L.L.C. and CGP3 Managers, L.L.C. and as such may be deemed to share beneficial ownership of the securities held of record by each of the foregoing entities. Each of Mr. Chu and Mr. Dahnke disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dahnke Scott Arnold C/O VROOM, INC. 1375 BROADWAY, FLOOR 11 NEW YORK, NY 10018	X

Signatures
/s/ Alison Klein, Attorney-in-Fact for Scott A. Dahnke		7/21/2021
**Signature of Reporting Person		Date