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
| 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
| 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
| Sec. Name | Sec. Type | Price | Date | 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.
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