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Daniel A Valerian

Filed: 2 Feb 22, 5:51pm
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*
Valerian Daniel A

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
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 7,710 A $0(1) 7,710 D
Class A Common Stock 02/01/2022 S(2) 2,269 D $2.06 5,441 D
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
Stock Option (right to buy) $0.24 (3) 08/31/2022 Class A Common Stock 101,928 101,928 D
Stock Option (right to buy) $0.64 (3) 08/31/2022 Class A Common Stock 305,782 305,782 D
Stock Option (right to buy) $0.92 (3) 04/23/2028 Class A Common Stock 61,156 61,156 D
Stock Option (right to buy) $0.92 (3) 11/01/2029 Class A Common Stock 509,637 509,637 D
Stock Option (right to buy) $0.92 (4) 08/10/2030 Class A Common Stock 183,469 183,469 D
Stock Option (right to buy) $11.35 (5) 01/21/2031 Class A Common Stock 44,876 44,876 D
Restricted Stock Units (6)(7) (6) 01/21/2026 Class A Common Stock 118,091 118,091 D
Restricted Stock Units (7) 01/31/2022 M 7,710 (8) (8) Class A Common Stock 7,710 $0 23,127 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 January 31, 2022.
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. These options are fully vested and exercisable.
4. These options are service options that vest based on the passage of time and the reporting person's continued service with the Company. 45,867 of these options are currently exercisable and the remaining 137,602 become exercisable in three equal annual installments beginning on January 21, 2023.
5. These options are service options that vest based on the passage of time and the reporting person's continued service with the Company. 11,219 of these options are currently exercisable and the remaining 33,657 become exercisable in three equal annual installments beginning on January 21, 2023.
6. 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.
7. Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.
8. 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. Valerian 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).
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