SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/08/2020 | 3. Issuer Name and Ticker or Trading Symbol Vroom, Inc. [ VRM ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 99,030(2) | D | |
Common Stock | 101,936 | I | By Annox Capital, LLC(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series G Preferred Stock | (3) | (3) | Common Stock | 58,771 | (3) | D | |
Series H Preferred Stock | (3) | (3) | Common Stock | 91,935 | (3) | D | |
Stock Option | (4) | 12/06/2026 | Common Stock | 125,000 | 6.78 | D | |
Series B Preferred Stock | (3) | (3) | Common Stock | 2,130 | (3) | I | By Annox Capital, LLC(1) |
Series C Preferred Stock | (3) | (3) | Common Stock | 84,251 | (3) | I | By Annox Capital, LLC(1) |
Series D Preferred Stock | (3) | (3) | Common Stock | 151,907 | (3) | I | By Annox Capital, LLC(1) |
Series E Preferred Stock | (3) | (3) | Common Stock | 46,228 | (3) | I | By Annox Capital, LLC(1) |
Series F Preferred Stock | (3) | (3) | Common Stock | 132,111 | (3) | I | By Annox Capital, LLC(1) |
Series G Preferred Stock | (3) | (3) | Common Stock | 55,707 | (3) | I | By Annox Capital, LLC(1) |
Explanation of Responses: |
1. The Reporting Person is the managing member of Annox Capital, LLC and as a result may be deemed to beneficially own the securities held of record by Annox Capital, LLC. The Reporting Person disclaims such beneficial except to the extent of his pecuniary interest therein, if any. |
2. Represents 33,335 restricted stock units, 16,665 of which will vest on March 25, 2021 and the remaining 16,670 will vest on March 25, 2022. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer. |
3. Each share of the Issuer's preferred stock is convertible on a one-to-one basis into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. |
4. The option is fully vested and exercisable. |
Remarks: |
Exhibit 24 - Power of Attorney. |
/s/ Alison Klein, Attorney-in-Fact for Robert J. Mylod | 06/08/2020 | |
** 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 5 (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. |