4//SEC Filing
Mitchell David R 4
Accession 0001104659-21-008849
CIK 0001759008other
Filed
Jan 27, 7:00 PM ET
Accepted
Jan 28, 5:05 PM ET
Size
9.3 KB
Accession
0001104659-21-008849
Insider Transaction Report
Form 4
CarLotz, Inc.LOTZ
Mitchell David R
Director10% Owner
Transactions
- Award
Earnout Rights
2021-01-21+2,287,420→ 2,287,420 total(indirect: See footnote)Exp: 2026-01-21→ Class A Common Stock (2,287,420 underlying) - Award
Class A Common Stock
2021-01-21+20,739,678→ 20,739,678 total(indirect: See footnote)
Footnotes (3)
- [F1]Received in exchange for 2,034,751 shares of common stock of CarLotz Group, Inc. (f/k/a CarLotz, Inc. ("Former CarLotz"), pursuant to an Agreement and Plan of Merger, dated as of October 21, 2020 (as amended by Amendment No. 1, dated December 16, 2020, the "Merger Agreement"), by and among Former CarLotz, Acamar Partners Acquisition Corp. ("Acamar Partners") and Acamar Partners Sub, Inc. ("Merger Sub"). Merger Sub merged (the "Merger") with and into Former CarLotz, with Former CarLotz surviving the merger as a wholly owned subsidiary of Acamar Partners (which subsequently changed its name to "CarLotz, Inc..", the "Issuer").
- [F2]Represents securities held directly by TRP Capital Partners, LP ("TRP"). The Reporting Person is a Managing Director of TRP. The Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that the Reporting Person is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or that, for purposes of Section 16 of the Exchange Act or otherwise, the Reporting Person is the beneficial owner of any securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F3]Reflects Earnout Rights acquired pursuant to the Merger Agreement. Pursuant to earnout provisions in the Merger Agreement, the holder is entitled to receive such shares of Class A Common Stock if, from the closing of the Merger until the fifth anniversary thereof, 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.
Documents
Issuer
CarLotz, Inc.
CIK 0001759008
Entity typeother
Related Parties
1- filerCIK 0001311306
Filing Metadata
- Form type
- 4
- Filed
- Jan 27, 7:00 PM ET
- Accepted
- Jan 28, 5:05 PM ET
- Size
- 9.3 KB