Statement of Changes in Beneficial Ownership (4)
July 25 2022 - 04:11PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Peker
Lev |
2. Issuer Name and Ticker or Trading
Symbol CarLotz, Inc. [ LOTZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
CEO |
|
(Last)
(First)
(Middle)
C/O CARLOTZ, INC., 3301 W. MOORE STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
7/21/2022
|
|
(Street)
RICHMOND, VA 23230
(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 |
|
Class A Common Stock |
7/21/2022 |
|
M |
|
201500 |
A |
$0 (1) |
282415 |
D |
|
|
Class A Common Stock |
7/21/2022 |
|
S(2) |
|
78971 |
D |
$0.467 |
203444 |
D |
|
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 |
|
Restricted Stock Units |
(3) |
7/21/2022 |
|
M |
|
|
201500 |
(4) |
(7) |
Class A Common Stock |
201500 |
$0 |
2531042 |
D |
|
|
Restricted Stock Units |
(3) |
|
|
|
|
|
|
(5) |
5/18/2032 |
Class A Common Stock |
3500000 |
|
3500000 |
D |
|
|
Restricted Stock Units |
(3) |
|
|
|
|
|
|
(6) |
(7) |
Class A Common Stock |
680000 |
|
680000 |
D |
|
| Explanation of
Responses: |
| (1) |
These shares of Class A
common stock reflect the settlement of restricted stock units of
the Issuer on July 21, 2022. Each restricted stock unit is
convertible into a share of Class A common stock on a 1-for-1
basis. |
| (2) |
The sale reported in the
Form 4 was effected pursuant to a Rule 10b5-1 instruction solely
with the intent to cover withholding taxes in connection with the
settlement of restricted stock units. |
| (3) |
Each restricted stock unit
represents a contingent right to receive one share of the Issuer's
Class A common stock, subject to the Reporting Person's continued
employment with the Issuer through the applicable vesting date.
Each restricted stock unit is convertible into a share of Class A
common stock on a 1-for-1 basis. |
| (4) |
These restricted stock units
remain subject to a time-vesting requirement and are scheduled to
vest and settle in Class A common stock as follows: (i) 1,311,892
restricted stock units will vest in substantially equal
installments on the first thirty (30) monthly anniversaries of
April 18, 2022, 131,187 of which have vested as of July 18, 2022;
(ii) 631,087 restricted stock units will vest in substantially
equal installments on the first four (4) quarterly anniversaries of
April 18, 2022, 157,771 of which have vested as of July 18, 2022;
(iii) 329,781 restricted stock units will vest on each of January
13, 2023 and January 13, 2024; and (iv) 217,459 restricted stock
units will vest on January 13, 2025. |
| (5) |
These restricted stock units
will vest if the following provisions are met: (i) one-third of the
shares will vest on the first day the Issuer's stock achieves a
20-trading day volume-weighted average price of $4.00; (ii)
one-third of the shares will vest on the first day the Issuer's
stock achieves a 20-trading day volume-weighted average price of
$8.00; and (iii) one-third of the shares will vest on the first day
the Issuer's stock achieves a 20-trading day volume-weighted
average price of $12.00, subject to the Reporting Person's
continuous employment with the Issuer through the relevant vesting
dates. |
| (6) |
These restricted stock units
remain subject to a time-vesting requirement and are scheduled to
vest and settle in Class A common stock as follows: one-fourth of
these restricted stock units vest on April 18, 2023, one-fourth of
these restricted stock units vest on April 18, 2024, one-fourth of
these restricted stock units vest on April 18, 2025 and one-fourth
of these restricted stock units vest on April 18, 2026, assuming
continued employment through the applicable vesting
date. |
| (7) |
These restricted stock units
do not expire. They either vest or are cancelled prior to the
vesting date. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Peker Lev
C/O CARLOTZ, INC.
3301 W. MOORE STREET
RICHMOND, VA 23230 |
X |
|
CEO |
|
Signatures
|
|
/s/ Lev Peker |
|
7/25/2022 |
| **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). |
| 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 control number. |
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