Filing Details
- Accession Number:
- 0001104659-22-103035
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-09-26 17:00:51
- Reporting Period:
- 2022-09-23
- Accepted Time:
- 2022-09-26 17:00:51
- 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 |
|---|---|---|---|---|---|---|---|
| 1761840 | Lev Peker | C/O Carlotz, Inc. 3301 W. Moore Street Richmond VA 23230 | Ceo | Yes | Yes | No | 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 | 2022-09-23 | 43,729 | $0.00 | 290,178 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2022-09-23 | 657 | $0.34 | 289,521 | 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 | 2022-09-23 | 43,729 | $0.00 | 43,729 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 2,443,584 | No | 4 | M | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Restricted Stock Units | $0.00 | 2032-05-18 | 3,500,000 | 3,500,000 | Direct | |
| Class A Common Stock | Restricted Stock Units | $0.00 | 680,000 | 680,000 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2032-05-18 | 3,500,000 | 3,500,000 | Direct |
| 680,000 | 680,000 | Direct |
Footnotes
- These shares of Class A common stock reflect the settlement of restricted stock units of the Issuer on September 23, 2022. Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.
- 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.
- Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. 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: (i) 1,311,892 restricted stock units will vest in substantially equal installments on the first thirty (30) monthly anniversaries of April 18, 2022, 218,645 of which have vested as of September 18, 2022; (ii) 631,087 restricted stock units will vest in substantially equal installments on the first four (4) quarterly anniversaries of April 18, 2022, 157,771 of which have vested as of September 18, 2022; (iii) 329,781 restricted stock units will vest on each of January 13, 2023 and January 13, 2024; and (iv) 217,459 restricted stock units will vest on January 13, 2025.
- These restricted stock units will vest if the following provisions are met: (i) one-third of the shares will vest on the first day the Issuer's stock achieves a 20-trading day volume-weighted average price of $4.00; (ii) one-third of the shares will vest on the first day the Issuer's stock achieves a 20-trading day volume-weighted average price of $8.00; and (iii) one-third of the shares will vest on the first day the Issuer's stock achieves a 20-trading day volume-weighted average price of $12.00, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.
- 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 vest on April 18, 2023, one-fourth of these restricted stock units vest on April 18, 2024, one-fourth of these restricted stock units vest on April 18, 2025 and one-fourth of these restricted stock units vest on April 18, 2026, assuming continued employment through the applicable vesting date.
- These restricted stock units do not expire. They either vest or are cancelled prior to the vesting date.
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