4//SEC Filing
TRP Capital Partners, LP 4
Accession 0001104659-22-126271
CIK 0001759008other
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 4:10 PM ET
Size
12.8 KB
Accession
0001104659-22-126271
Insider Transaction Report
Form 4
CarLotz, Inc.LOTZ
TRP Capital Partners, LP
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2022-12-09−21,739,678→ 0 total - Exercise/Conversion
Class A Common Stock
2022-12-09+435,330→ 495,428 total(indirect: See Footnote) - Exercise/Conversion
Restricted Stock Units
2022-12-09−435,330→ 0 total(indirect: See Footnote)→ Class A Common Stock (435,330 underlying) - Disposition to Issuer
Class A Common Stock
2022-12-09−495,428→ 0 total(indirect: See Footnote)
Footnotes (5)
- [F1]On December 9, 2022, pursuant to the Agreement and Plan of Merger, dated August 9, 2022 (the "Merger Agreement"), among Shift Technologies, Inc. ("Shift"), Shift Remarketing Operations, Inc. (Merger Sub") and CarLotz, Inc. (the "Issuer"), Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Shift (the "Merger").
- [F2]Pursuant to the Merger Agreement, at the effective time of the Merger, each restricted stock unit became vested, and was cancelled and converted into the right to receive 0.705241 shares of Shift common stock.
- [F3]These Restricted Stock Units were granted pursuant to the Issuer's 2020 Incentive Award Plan, consisting of 217,665 Restricted Stock Units granted to David R. Mitchell and 217,665 Restricted Stock Units granted to Steven G. Carrel, each a Managing Director of the Reporting Person, in their capacity as directors of the Issuer. Each of David R. Mitchell and Steven G. Carrel has an understanding with the Reporting Person pursuant to which he holds such Restricted Stock Units for the benefit of the Reporting Person.
- [F4]These shares consist of 247,714 shares held directly by David R. Mitchell and 247,714 shares held directly by Steven G. Carrel, each a Managing Director of the Reporting Person, in their capacity as directors of the Issuer. Each of David R. Mitchell and Steven G. Carrel has an understanding with the Reporting Person pursuant to which he holds such shares for the benefit of the Reporting Person.
- [F5]Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Issuer Class A common stock issued and outstanding immediately prior to the effective time of the Merger was converted into 0.705241 shares of Shift common stock.
Documents
Issuer
CarLotz, Inc.
CIK 0001759008
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001650095
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 4:10 PM ET
- Size
- 12.8 KB