SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CarLotz, Inc. [ LOTZ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/21/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 01/21/2021 | A | 8,136,045 | A | (1) | 8,302,045 | D | |||
Class A Common Stock | 01/21/2021 | A | 952,593 | A | (2) | 952,593 | I | Held by Bor Family Trust | ||
Class A Common Stock | 01/21/2021 | A | 952,593 | A | (3) | 952,593 | I | Held by Bor Grantor Retained Annuity Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Earnout Rights | (4) | 01/21/2021 | A | 897,341 | (4) | 01/21/2026 | Class A Common Stock | 897,341 | (1) | 897,341 | D | ||||
Stock Option (right to buy) | $0.64 | 01/21/2021 | A | 254,818 | (5) | 08/31/2022 | Class A Common Stock | 254,818 | (6) | 254,818 | D | ||||
Stock Option (right to buy) | $0.92 | 01/21/2021 | A | 613,480 | (5) | 04/23/2028 | Class A Common Stock | 613,480 | (7) | 613,480 | D | ||||
Stock Option (right to buy) | $0.92 | 01/21/2021 | A | 509,637 | (5) | 02/04/2030 | Class A Common Stock | 509,637 | (8) | 509,637 | D | ||||
Stock Option (right to buy) | $11.35 | 01/21/2021 | A | 128,218 | (9) | 01/21/2031 | Class A Common Stock | 128,218 | $0 | 128,218 | D | ||||
Restricted Stock Units | (10)(12) | 01/21/2021 | A | 138,800 | (10) | 01/21/2026 | Class A Common Stock | 138,800 | (11) | 138,800 | D | ||||
Restricted Stock Units | (12) | 01/21/2021 | A | 88,106 | (13) | (13) | Class A Common Stock | 88,106 | $0 | 88,106 | D | ||||
Earnout Rights | (4) | 01/21/2021 | A | 105,064 | (4) | 01/21/2026 | Class A Common Stock | 105,064 | (2) | 105,064 | I | Held by Bor Family Trust | |||
Earnout Rights | (4) | 01/21/2021 | A | 105,064 | (4) | 01/21/2026 | Class A Common Stock | 105,064 | (3) | 105,064 | I | Held by Bor Grantor Retained Annuity Trust |
Explanation of Responses: |
1. Received in exchange for 798,220 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"). |
2. Received in exchange for 93,458 shares of Former CarLotz common stock pursuant to the Merger Agreement. |
3. Received in exchange for 93,458 shares of Former CarLotz common stock pursuant to the Merger Agreement. |
4. Reflects Earnout Rights acquired pursuant to the Merger Agreement. Pursuant to earnout provisions in the Merger Agreement, the Reporting Person is entitled to receive such shares of Class A Common Stock 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 be issued 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 be issued 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. |
5. These options are fully vested and exercisable. |
6. These options were received in the Merger in exchange for options to purchase 25,000 shares of Former CarLotz common stock. |
7. These options were received in the Merger in exchange for options to purchase 60,188 shares of Former CarLotz common stock. |
8. These options were received in the Merger in exchange for options to purchase 50,000 shares of Former CarLotz common stock. |
9. These options vest in four equal annual installments beginning January 21, 2021. |
10. 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. |
11. These Restricted Stock Units were received in the Merger in exchange for options to purchase 135,188 shares of Former CarLotz common stock. |
12. Each Restricted Stock Unit represents a contingent right to receive one share of Class A Common Stock. |
13. These Restricted Stock Units vest in four equal annual installments beginning January 21, 2021. |
/s/ Rebecca C. Polak as attorney-in-fact for Mr. Bor Rebecca C. Polak | 01/25/2021 | |
** 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 Number. |