Filing Details
- Accession Number:
- 0001567619-22-010292
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-05-12 16:27:43
- Reporting Period:
- 2022-03-24
- Accepted Time:
- 2022-05-12 16:27:43
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1759008 | Carlotz Inc. | LOTZ | Retail-Auto Dealers & Gasoline Stations (5500) | 832456129 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1842000 | W Michael Bor | C/O Williams Mullen, P.c. 200 South 10Th Street, Suite 1600 Richmond VA 23219 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2022-03-24 | 22,026 | $0.00 | 8,936,329 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2022-03-24 | 8,371 | $1.60 | 8,927,958 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2022-05-10 | 180,465 | $0.77 | 8,747,493 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2022-05-11 | 125,000 | $0.68 | 8,622,493 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Restricted Stock Units | Disposition | 2022-03-24 | 22,026 | $0.00 | 22,026 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 952,593 | Indirect | Held by Bor Family Trust |
| Class A Common Stock | 352,593 | Indirect | Held by Bor Grantor Retained Annuity Trust |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Earnout Rights | $0.00 | 2026-01-21 | 897,341 | 897,341 | Direct | |
| Class A Common Stock | Stock Option (right to buy) | $0.64 | 2022-06-16 | 254,818 | 254,818 | Direct | |
| Class A Common Stock | Stock Option (right to buy) | $0.92 | 2028-04-23 | 613,480 | 613,480 | Direct | |
| Class A Common Stock | Stock Option (right to buy) | $0.92 | 2030-02-04 | 509,637 | 509,637 | Direct | |
| Class A Common Stock | Stock Option (right to buy) | $11.35 | 2022-06-16 | 64,108 | 64,108 | Direct | |
| Class A Common Stock | Earnout Rights | $0.00 | 2026-01-21 | 105,064 | 105,064 | Indirect | |
| Class A Common Stock | Earnout Rights | $0.00 | 2026-01-21 | 105,064 | 105,064 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2026-01-21 | 897,341 | 897,341 | Direct |
| 2022-06-16 | 254,818 | 254,818 | Direct |
| 2028-04-23 | 613,480 | 613,480 | Direct |
| 2030-02-04 | 509,637 | 509,637 | Direct |
| 2022-06-16 | 64,108 | 64,108 | Direct |
| 2026-01-21 | 105,064 | 105,064 | Indirect |
| 2026-01-21 | 105,064 | 105,064 | Indirect |
Footnotes
- 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 March 16, 2022.
- 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.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.70 to $0.81, inclusive. The reporting person undertakes to provide to CarLotz, Inc., any security holder of CarLotz, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.61 to $0.76, inclusive.
- 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.
- Pursuant to the terms of the Separation and Release Agreement between CarLotz, Inc. and the reporting person dated March 14, 2022 (the "Separation Agreement"), these options are fully vested and exercisable until June 16, 2022.
- These options are fully vested and exercisable in accordance with their terms.
- Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.
- Pursuant to the terms of the Separation Agreement, these restricted stock units fully vested on March 16, 2022.
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