Statement of Changes in Beneficial Ownership (4)
December 09 2021 - 4:06PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Chapman Michael C |
2. Issuer Name and Ticker or Trading Symbol
CarLotz, Inc.
[
LOTZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Marketing Officer |
(Last)
(First)
(Middle)
C/O CARLOTZ, INC., 611 BAINBRIDGE STREET, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/7/2021 |
(Street)
RICHMOND, VA 23224
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 12/7/2021 | | M | | 8541 | A | $0 (1) | 8541 | D | |
Class A Common Stock | 12/7/2021 | | F(2) | | 2571 | D | $3.02 | 5970 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | $11.35 | | | | | | | (3) | 1/21/2031 | Class A Common Stock | 253084 | | 253084 | D | |
Restricted Stock Units | (4) | 12/7/2021 | | M | | | 8541 | (5) | (5) | Class A Common Stock | 8541 | $0 | 25625 | D | |
Explanation of Responses: |
(1) | 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 December 7, 2021. |
(2) | Shares withheld by the Company to satisfy tax withholding requirements. |
(3) | These options are service options that vest based on the passage of time and the reporting person's continued service with the Company. 63,271 of these options are currently exercisable and the remaining 189,813 become exercisable in three equal annual installments beginning on December 7, 2022. |
(4) | Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis. |
(5) | These restricted stock units remain subject to a time-vesting requirement and are schedule to vest and settle in Class A common stock as followed: one-fourth of these restricted stock units vested on December 7, 2021, one-fourth of these restricted stock units vest on December 7, 2022, one-fourth of these restricted stock units vest on December 7, 2023 and one-fourth of these restricted stock units vest on December 7, 2024, assuming continued employment through the applicable vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Chapman Michael C C/O CARLOTZ, INC. 611 BAINBRIDGE STREET, SUITE 100 RICHMOND, VA 23224 |
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| Chief Marketing Officer |
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Signatures
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/s/ Rebecca C. Polak as attorney-in-fact for Mr. Chapman | | 12/9/2021 |
**Signature of Reporting Person | Date |
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