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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

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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

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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

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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.