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Michael W Bor

Filed: 2 Feb 22, 5:52pm
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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OMB Number: 3235-0287
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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*
Bor Michael W

(Last) (First) (Middle)
C/O CARLOTZ, INC.
611 BAINBRIDGE STREET, SUITE 100

(Street)
RICHMOND VA 23224

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CarLotz, Inc. [ LOTZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO and Chairman
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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 01/31/2022 M 22,027 A $0(1) 8,924,072(2) D
Class A Common Stock 02/01/2022 S(3) 9,769 D $2.06 12,258 D
Class A Common Stock 952,593 I Held by Bor Family Trust
Class A Common Stock 352,593(4) 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)
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 (5) (5) 01/21/2026 Class A Common Stock 897,341 897,341 D
Stock Option (right to buy) $0.64 (6) 08/31/2022 Class A Common Stock 254,818 254,818 D
Stock Option (right to buy) $0.92 (6) 04/23/2028 Class A Common Stock 613,480 613,480 D
Stock Option (right to buy) $0.92 (6) 02/04/2030 Class A Common Stock 509,637 509,637 D
Stock Option (right to buy) $11.35 (7) 01/21/2031 Class A Common Stock 128,218 128,218 D
Restricted Stock Units (8)(9) (8) 01/21/2026 Class A Common Stock 138,800 138,800 D
Restricted Stock Units (9) 01/31/2022 M 22,027 (10) (10) Class A Common Stock 22,027 $0 66,079 D
Earnout Rights (5) (5) 01/21/2026 Class A Common Stock 105,064 105,064 I Held by Bor Family Trust
Earnout Rights (5) (5) 01/21/2026 Class A Common Stock 105,064 105,064 I Held by Bor Grantor Retained Annuity Trust
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 January 31, 2022.
2. Includes 600,000 shares previously held through the Bor Grantor Retained Annuity Trust which were distributed to the reporting person and are now owned directly.
3. 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.
4. Excludes 600,000 shares previously held through the Bor Grantor Retained Annuity Trust which were distributed to the reporting person and are now owned directly.
5. These earnout rights will vest if, prior to January 21, 2026, 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.
6. These options are fully vested and exercisable.
7. These options are service options that vest based on the passage of time and the reporting person's continued service with the Company. 32,054 of these options are currently exercisable and the remaining 96,164 become exercisable in three equal annual installments beginning on January 21, 2023.
8. These restricted stock units will vest if, prior to January 21, 2026, 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.
9. Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.
10. 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 vested on January 31, 2022, one-fourth of these restricted stock units vest on January 21, 2023, one-fourth of these restricted stock units vest on January 21, 2024 and one-fourth of these restricted stock units vest on January 21, 2025, assuming continued employment through the applicable vesting date.
/s/ Rebecca C. Polak as attorney-in-fact for Mr. Bor 02/02/2022
** 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.
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