| 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)
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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) 12/09/2022 | ||||||||||||||||||||||||||
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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 | 12/09/2022 | D | 23,981 | D | (1)(2) | 0 | D | |||
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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 | ||||||||
| Restricted Stock Units | (3) | 12/09/2022 | D | 34,167 | (4) | (4) | Class A Common Stock | 34,167 | $0 | 0 | D | ||||
| Restricted Stock Units | (3) | 12/09/2022 | D | 138,393 | (5) | (5) | Class A Common Stock | 138,393 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $11.35 | 12/09/2022 | D | 506,167 | (6)(7) | 01/21/2031 | Class A Common Stock | 506,167 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $1.68 | 12/09/2022 | D | 199,434 | (7)(8) | 03/17/2032 | Class A Common Stock | 199,434 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated as of August 9, 2022 (the "Merger Agreement"), by and among the Issuer, Shift Technologies, Inc. ("Shift") and Shift Remarketing Operations, Inc. ("Merger Sub"), pursuant to which, on December 9, 2022 (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Shift (the "Merger"). |
| 2. (Continued from Footnote 1) In accordance with the terms of the Merger Agreement, at the Effective Time of the Merger, each issued and outstanding share of Class A Common Stock of the Issuer (other than shares of Issuer Common Stock held in treasury by the Issuer and not on behalf of a third party) (the "CarLotz Common Stock") was converted automatically into the right to receive 0.705241 (the "Exchange Ratio") of a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock of Shift (the "Shift Common Stock"), rounded up to the nearest whole share for any fractional share of Shift Common Stock that would be issued to any holder of CarLotz Common Stock after aggregating all fractional shares of Shift Common Stock that would otherwise be received by such holder resulting from the calculation. |
| 3. At the Effective Time, each time-based restricted stock unit (excluding Company Earnout Acquiror RSUs (as defined in the Merger Agreement)) ("RSU") that was outstanding immediately prior to the Effective Time and to the extent vested at the Effective Time pursuant to its terms, was cancelled and converted into the right to receive a number of shares of Shift Common Stock equal to the product of (i) the number of vested whole shares of CarLotz Common Stock subject to such award immediately prior to the Effective Time and (ii) the Exchange Ratio, less applicable tax withholding. Each other RSU was assumed by Shift and converted into an equivalent RSU denominated in Shift Common Stock representing the right to receive a number of shares of Shift Common Stock equal to the product of (i) the number of vested whole shares of CarLotz Common Stock subject to such award immediately prior to the Effective Time and (ii) the Exchange Ratio. |
| 4. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle as follows: one-half of the remaining restricted stock units vest on November 30, 2023 and one-half of the remaining restricted stock units vest on November 30, 2024, assuming continued employment through the applicable vesting date. |
| 5. The restricted stock units will vest in three equal annual installments commencing on March 17, 2023, subject to the Reporting Person's continuous service through the relevant vesting dates. |
| 6. These options are service options that vest based on the passage of time and the Reporting Person's continued service through the relevant vesting dates. 253,083 of these options are currently exercisable and the remaining 253,084 become exercisable in two equal annual installments beginning on November 30, 2023. |
| 7. At the Effective Time, each CarLotz option was assumed by Shift and converted into an equivalent option denominated in Shift Common Stock, with equitable adjustments such that the number of shares subject to such option was multiplied by the Exchange Ratio and the exercise price of such option was divided by the Exchange Ratio. |
| 8. These options will vest and become exercisable in three equal annual installments commencing on March 17, 2023, subject to the Reporting Person's continuous service through the relevant vesting dates. |
| /s/ Thomas W. Stoltz | 12/12/2022 | |
| ** 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. | ||
| 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. | ||
