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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
VROOM, INC. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
92918V307 (CUSIP Number) |
Daniel Reid Catterton Management Company, L.L.C., 599 West Putnam Avenue Greenwich, CT, 06830 (203) 629-4901 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 92918V307 |
| 1 |
Name of reporting person
CGP2 Cumulus, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,874.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage in Row (13) is calculated on the basis of (i) 5,163,109 shares of the Issuer's New Common Stock (as defined herein) issued and outstanding on January 14, 2025 and (ii) 364,516 Warrants (as defined herein) exercisable immediately as of January 14, 2025, as reported in the Issuer's Form 8-K filed with the SEC on January 15, 2025.
SCHEDULE 13D
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| CUSIP No. | 92918V307 |
| 1 |
Name of reporting person
LCGP3 Accelerator, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,590.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage in Row (13) is calculated on the basis of (i) 5,163,109 shares of the Issuer's New Common Stock issued and outstanding on January 14, 2025 and (ii) 364,516 Warrants exercisable immediately as of January 14, 2025, as reported in the Issuer's Form 8-K filed with the SEC on January 15, 2025.
SCHEDULE 13D
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| CUSIP No. | 92918V307 |
| 1 |
Name of reporting person
CGP2 Managers, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,874.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
The percentage in Row (13) is calculated on the basis of (i) 5,163,109 shares of the Issuer's New Common Stock issued and outstanding on January 14, 2025 and (ii) 364,516 Warrants exercisable immediately as of January 14, 2025, as reported in the Issuer's Form 8-K filed with the SEC on January 15, 2025.
SCHEDULE 13D
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| CUSIP No. | 92918V307 |
| 1 |
Name of reporting person
CGP3 Managers, L.L.C | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,590.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
The percentage in Row (13) is calculated on the basis of (i) 5,163,109 shares of the Issuer's New Common Stock issued and outstanding on January 14, 2025 and (ii) 364,516 Warrants exercisable immediately as of January 14, 2025, as reported in the Issuer's Form 8-K filed with the SEC on January 15, 2025.
SCHEDULE 13D
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| CUSIP No. | 92918V307 |
| 1 |
Name of reporting person
Scott Arnold Dahnke | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
45,464.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage in Row (13) is calculated on the basis of (i) 5,163,109 shares of the Issuer's New Common Stock issued and outstanding on January 14, 2025 and (ii) 364,516 Warrants exercisable immediately as of January 14, 2025, as reported in the Issuer's Form 8-K filed with the SEC on January 15, 2025.
SCHEDULE 13D
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| CUSIP No. | 92918V307 |
| 1 |
Name of reporting person
James Michael Chu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
45,464.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage in Row (13) is calculated on the basis of (i) 5,163,109 shares of the Issuer's New Common Stock issued and outstanding on January 14, 2025 and (ii) 364,516 Warrants exercisable immediately as of January 14, 2025, as reported in the Issuer's Form 8-K filed with the SEC on January 15, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
VROOM, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
4700 Mercantile Dr., Fort Worth,
TEXAS
, 76137. |
| Item 4. | Purpose of Transaction |
On January 14, 2025, the Issuer emerged from the prepackaged Chapter 11 case it voluntarily filed in the U.S. Bankruptcy Court for the Southern District of Texas, and the Plan became effective. Under the Plan, the Issuer adopted an Amended and Restated Certificate of Incorporation, which effected an automatic conversion of the outstanding Common Stock at a ratio of 1-for-5 (the "Bankruptcy Emergence Issuance Adjustment.") Pursuant to the Bankruptcy Emergence Issuance Adjustment, (i) Cumulus was issued 21,937 shares of the Issuer's new common stock ("New Common Stock"), and (ii) Accelerator was issued 795 shares of the Issuer's New Common Stock.
In addition, warrants to purchase shares of New Common Stock ("Warrants") were issued at an exercise price equal to $60.95. Cumulus was issued 21,937 Warrants, and Accelerator was issued 795 Warrants. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based upon a total of 5,163,109 shares of the Issuer's New Common Stock issued and outstanding on January 14, 2025, as reported in the Issuer's Form 8-K filed with the SEC on January 15, 2025. |
| (b) | Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based upon a total of 5,163,109 shares of the Issuer's New Common Stock issued and outstanding on January 14, 2025, as reported in the Issuer's Form 8-K filed with the SEC on January 15, 2025. |
| (c) | Other than as described in this Schedule 13D, no Reporting Person has effected any transaction in the New Common Stock during the past 60 days. |
| (d) | Not applicable. |
| (e) | January 14, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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