Home > Insider Trading > Filing (0001104659-22-010958)

Filing Details

Accession Number:: 0001104659-22-010958
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-02-02 17:52:57
Reporting Period:: 2022-01-31

Accepted Time:: 2022-02-02 17:52:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1759008	Carlotz Inc.	LOTZ	Retail-Auto Dealers & Gasoline Stations (5500)	832456129

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1842000	W Michael Bor	C/O Carlotz, Inc. 611 Bainbridge Street, Suite 100 Richmond VA 23224	Ceo And Chairman	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2022-01-31	22,027	$0.00	8,924,072	No	4	M	Direct
Class A Common Stock	Disposition	2022-02-01	9,769	$2.06	12,258	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Restricted Stock Units	Disposition	2022-01-31	22,027	$0.00	22,027	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
66,079			No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	952,593	Indirect	Held by Bor Family Trust
Class A Common Stock	352,593	Indirect	Held by Bor Grantor Retained Annuity Trust

Reported Derivative Holdings

Show Other Fields >>

Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Earnout Rights	$0.00	2026-01-21	897,341	897,341	Direct
Class A Common Stock	Stock Option (right to buy)	$0.64	2022-08-31	254,818	254,818	Direct
Class A Common Stock	Stock Option (right to buy)	$0.92	2028-04-23	613,480	613,480	Direct
Class A Common Stock	Stock Option (right to buy)	$0.92	2030-02-04	509,637	509,637	Direct
Class A Common Stock	Stock Option (right to buy)	$11.35	2031-01-21	128,218	128,218	Direct
Class A Common Stock	Restricted Stock Units	$0.00	2026-01-21	138,800	138,800	Direct
Class A Common Stock	Earnout Rights	$0.00	2026-01-21	105,064	105,064	Indirect
Class A Common Stock	Earnout Rights	$0.00	2026-01-21	105,064	105,064	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2026-01-21	897,341	897,341	Direct
2022-08-31	254,818	254,818	Direct
2028-04-23	613,480	613,480	Direct
2030-02-04	509,637	509,637	Direct
2031-01-21	128,218	128,218	Direct
2026-01-21	138,800	138,800	Direct
2026-01-21	105,064	105,064	Indirect
2026-01-21	105,064	105,064	Indirect

Footnotes

Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis. The restricted stock units vested in Class A common stock on January 31, 2022.
Includes 600,000 shares previously held through the Bor Grantor Retained Annuity Trust which were distributed to the reporting person and are now owned directly.
The sale reported in the Form 4 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.
Excludes 600,000 shares previously held through the Bor Grantor Retained Annuity Trust which were distributed to the reporting person and are now owned directly.
These earnout rights will vest if, prior to January 21, 2026, the closing share price of the Class A common stock exceeds the following thresholds. One-half will be issued if the closing share price of the Class A common stock exceeds $12.50 for any 20 trading days within any 30 trading day period and one-half will be issued if the closing share price of the Class A common stock exceeds $15.00 for any 20 trading days within any 30 trading day period.
These options are fully vested and exercisable.
These options are service options that vest based on the passage of time and the reporting person's continued service with the Company. 32,054 of these options are currently exercisable and the remaining 96,164 become exercisable in three equal annual installments beginning on January 21, 2023.
These restricted stock units will vest if, prior to January 21, 2026, the closing share price of the Class A common stock exceeds the following thresholds. One-half will vest if the closing share price of the Class A common stock exceeds $12.50 for any 20 trading days within any 30 trading day period and one-half will vest if the closing share price of the Class A common stock exceeds $15.00 for any 20 trading days within any 30 trading day period.
Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.
These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in Class A common stock as follows: one-fourth of these restricted stock units vested on January 31, 2022, one-fourth of these restricted stock units vest on January 21, 2023, one-fourth of these restricted stock units vest on January 21, 2024 and one-fourth of these restricted stock units vest on January 21, 2025, assuming continued employment through the applicable vesting date.