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 * Stoltz Thomas W 2. Issuer Name and Ticker or Trading Symbol CarLotz, Inc. [ LOTZ ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)
C/O CARLOTZ, INC., 3301 W. MOORE STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
11/30/2022
(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  11/30/2022    M    17083  A $0 (1) 29024  D   
Class A Common Stock  12/5/2022    F(2)    5043  D $0.171  23981  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
Stock Option (right to buy)  $11.35                   (3) 1/21/2031  Class A Common Stock  506167    506167  D   
Restricted Stock Units   (4) 11/30/2022    M        17083    (5)  (5) Class A Common Stock  17083  $0  34167  D   
Stock Option (right to buy)  $1.68                   (6) 3/17/2032  Class A Common Stock  199434    199434  D   
Restricted Stock Units   (4)                  (7)  (7) Class A Common Stock  138393    138393  D   

Explanation of Responses:
(1)  Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis. The restricted stock units vested in Class A common stock on November 30, 2022.
(2)  Shares withheld by the Company to satisfy tax withholding requirements.
(3)  These options are service options that vest based on the passage of time and the reporting person's continued service with the Company. 253,083 of these options are currently exercisable and the remaining 253,084 become exercisable in two equal annual installments beginning on November 30, 2023.
(4)  Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.
(5)  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-half of the remaining restricted stock units vest on November 30, 2023 and one-half of the remaining restricted stock units vest on November 30, 2024, assuming continued employment through the applicable vesting date.
(6)  The option will vest and become exercisable in three equal annual installments commencing on March 17, 2023, subject to the Reporting Person's continuous service with the Issuer through the relevant vesting dates.
(7)  The restricted stock units will vest in three equal annual installments commencing on March 17, 2023, subject to the Reporting Person's continuous service with the Issuer through the relevant vesting dates.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stoltz Thomas W
C/O CARLOTZ, INC.
3301 W. MOORE STREET
RICHMOND, VA 23230


Chief Financial Officer

Signatures
/s/ Thomas Stoltz 12/7/2022
**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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