| 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)
| 2. Issuer Name and Ticker or Trading Symbol Vroom, Inc. [ VRM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/11/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 06/11/2020 | C | 10,335,520(1) | A | (1) | 10,589,776 | I | Directly held by CGP2 Lone Star, L.P.(2)(3) | ||
| Common Stock | 06/11/2020 | C | 6,994,354(1) | A | (1) | 6,994,354 | I | Directly held by CGP2 Zoom Holding, L.P.(2)(3) | ||
| Common Stock | 06/11/2020 | C | 1,838,704(1) | A | (1) | 1,838,704 | I | Directly held by LCGP3 Accelerator, L.P.(2)(3) | ||
| Common Stock | 06/11/2020 | P | 318,181 | A | $22 | 2,156,885 | I | Directly held by LCGP3 Accelerator, L.P.(2)(3) | ||
| 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 | ||||||||
| Series C Preferred Stock | (1) | 06/11/2020 | C | 4,567,122 | (1) | (1) | Common Stock | 4,567,122 | (1) | 0 | I | Directly held by CGP2 Zoom Holding, L.P.(2)(3) | |||
| Series D Preferred Stock | (1) | 06/11/2020 | C | 9,102,762 | (1) | (1) | Common Stock | 9,102,762 | (1) | 0 | I | Directly held by CGP2 Lone Star, L.P.(2)(3) | |||
| Series E Preferred Stock | (1) | 06/11/2020 | C | 1,232,758 | (1) | (1) | Common Stock | 1,232,758 | (1) | 0 | I | Directly held by CGP2 Lone Star, L.P.(2)(3) | |||
| Series F Preferred Stock | (1) | 06/11/2020 | C | 1,758,744 | (1) | (1) | Common Stock | 1,758,744 | (1) | 0 | I | Directly held by CGP2 Zoom Holding, L.P.(2)(3) | |||
| Series G Preferred Stock | (1) | 06/11/2020 | C | 668,488 | (1) | (1) | Common Stock | 668,488 | (1) | 0 | I | Directly held by CGP2 Zoom Holding, L.P.(2)(3) | |||
| Series H Preferred Stock | (1) | 06/11/2020 | C | 1,838,704 | (1) | (1) | Common Stock | 1,838,704 | (1) | 0 | I | Directly held by LCGP3 Accelerator, L.P.(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Upon the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into shares of the Issuer's common stock on a one-for-one basis. |
| 2. CGP2 Managers, L.L.C. ("CGP2 Managers") is the general partner for each of CGP2 Zoom Holding, L.P. ("CGP2 Zoom Holding") and CGP2 Lone Star, L.P. ("CGP2 Lone Star"). CGP3 Managers, L.L.C. ("CGP3 Managers") is the general partner of LCGP3 Accelerator, L.P. ("LCGP3 Accelerator"). As such, CGP2 Managers may be deemed to beneficially own the shares held of record by each of CGP2 Zoom Holding and CGP2 Lone Star, and CGP3 Managers may be deemed to beneficially own the shares held of record by LCGP3 Accelerator. J. Michael Chu and Scott A. Dahnke are the members of the managing board of each of CGP2 Managers, L.L.C. and CGP3 Managers, L.L.C. and as such may be deemed to share beneficial ownership of the securities held of record by each of the foregoing entities. |
| 3. (Continued from footnote 2) Each of Mr. Chu and Mr. Dahnke disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. A Form 3 is being filed separately by Mr. Dahnke in his capacity as a director of the Issuer. |
| Remarks: |
| All share numbers reported in this Form 4 reflect a 2-for-1 stock split effected by the Issuer in connection with its initial public offering, which was exempt from reporting pursuant to Rule 16a-9. |
| CGP2 Lone Star, L.P., By: CGP2 Managers, L.L.C., its general partner, By: /s/ Scott A. Dahnke, Title: Managing Member | 06/15/2020 | |
| CGP2 Zoom Holding, L.P., By: CGP2 Managers, L.L.C., its general partner, By: /s/ Scott A. Dahnke, Title: Managing Member | 06/15/2020 | |
| LCGP3 Accelerator, L.P., By: CGP3 Managers, L.L.C., its general partner, By: /s/ Scott A. Dahnke, Title: Managing Member | 06/15/2020 | |
| CGP2 Managers, L.L.C., L.P., By: /s/ Scott A. Dahnke, Title: Managing Member | 06/15/2020 | |
| CGP3 Managers, L.L.C., By: /s/ Scott A. Dahnke, Title: Managing Member | 06/15/2020 | |
| /s/ J. Michael Chu | 06/15/2020 | |
| ** 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 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. | ||
