4//SEC Filing
Kaya Ozan 4
Accession 0001213900-22-079262
CIK 0001759008other
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 9:45 PM ET
Size
8.5 KB
Accession
0001213900-22-079262
Insider Transaction Report
Form 4
CarLotz, Inc.LOTZ
Kaya Ozan
President
Transactions
- Disposition to Issuer
Class A Common Stock
2022-12-09−970,031→ 0 total - Disposition to Issuer
Restricted Stock Units
2022-12-09−1,100,000→ 0 total→ Class A Common Stock (1,100,000 underlying)
Footnotes (3)
- [F1]Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated as of August 9, 2022 (the "Merger Agreement"), by and among the Issuer, Shift Technologies, Inc. ("Shift") and Shift Remarketing Operations, Inc. ("Merger Sub"), pursuant to which, on December 9, 2022 (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Shift (the "Merger").
- [F2](Continued from Footnote 1) In accordance with the terms of the Merger Agreement, at the Effective Time of the Merger, each issued and outstanding share of Class A Common Stock of the Issuer (other than shares of Issuer Common Stock held in treasury by the Issuer and not on behalf of a third party) (the "CarLotz Common Stock") was converted automatically into the right to receive 0.705241 (the "Exchange Ratio") of a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock of Shift (the "Shift Common Stock"), rounded up to the nearest whole share for any fractional share of Shift Common Stock that would be issued to any holder of CarLotz Common Stock after aggregating all fractional shares of Shift Common Stock that would otherwise be received by such holder resulting from the calculation.
- [F3]In accordance with the terms of a letter agreed to and signed by the Reporting Person, each performance-based restricted stock unit that was outstanding immediately prior to the Effective Time was forfeited without any consideration payable therefor.
Documents
Issuer
CarLotz, Inc.
CIK 0001759008
Entity typeother
Related Parties
1- filerCIK 0001927112
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 9:45 PM ET
- Size
- 8.5 KB