Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

CARLOTZ, INC.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

1142552108

(CUSIP Number)

Michael W. Bor

c/o Nona K. Massengill

Robert E. Spicer, Jr.

Williams Mullen

200 South 10th Street, Suite 1600

Richmond, VA 23219

804.420.6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 17, 2022

(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.☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

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).

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Explanatory Note

 

 

Capitalized terms used in this Amendment No. 2 but not otherwise defined herein shall have the meanings ascribed to them in the Existing Schedule 13D. Except as specifically amended hereby, items in the Existing Schedule 13D remain unmodified.

   

Item 5. Interest in Securities of the Issuer

Items 5(a), (b) and (c) are hereby amended and restated in their entirety as follows:

 

(a) As of May 17, 2022, the Reporting Person may be deemed to beneficially own an aggregate of 10,569,722 shares of the Issuer’s Class A common stock, representing approximately 9.1% of the outstanding shares of Class A common stock, and consisting of 7,822,493 shares of Class A common stock and 1,442,043 shares of Class A common stock issuable upon exercise of options owned directly by the Reporting Person, 952,593 shares of Class A common stock held in the Family Trust and 352,593 shares of Class A common stock held in the GRAT Trust. 1,442,043 options to purchase shares of Class A common stock are exercisable as of May 17, 2022.

 

(b) As of May 17, 2022, the Reporting Person has:

 

 

 

 

 

(c) The Reporting Person engaged in the following transactions in the Issuer’s Class A common stock since the filing of the Reporting Person’s most recent filing of Schedule 13D on March 18, 2022:

On March 24, 2022, 22,026 vested restricted stock units were settled in 22,026 shares of Class A common stock, and the Reporting Person sold 8,371 shares of Class A common stock at a price of $1.60 per share on that date. This sale of shares 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 Reporting Person engaged in the following transactions through a broker-dealer on the open market between May 10, 2022 and May 17, 2022:

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(1)   The prices reported in this column represent the weighted average price for each trade date.  The Reporting Person undertakes to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (7) below.

(2)   These shares were sold in multiple transactions at prices ranging from $0.70 to $0.81, inclusive.

(3)   These shares were sold in multiple transactions at prices ranging from $0.61 to $0.76, inclusive.

(4)   These shares were sold in multiple transactions at prices ranging from $0.56 to $0.74, inclusive.

(5)   These shares were sold in multiple transactions at prices ranging from $0.60 to $0.66, inclusive.

(6)   These shares were sold in multiple transactions at prices ranging from $0.58 to $0.65, inclusive.

(7)   These shares were sold in multiple transactions at prices ranging from $0.58 to $0.63, inclusive.

SIGNATURES

 

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.