0001213900-22-079253.txt : 20221212 0001213900-22-079253.hdr.sgml : 20221212 20221212213535 ACCESSION NUMBER: 0001213900-22-079253 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221209 FILED AS OF DATE: 20221212 DATE AS OF CHANGE: 20221212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sanders Elizabeth CENTRAL INDEX KEY: 0001842548 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38818 FILM NUMBER: 221458414 MAIL ADDRESS: STREET 1: 611 BAINBRIDGE STREET, SUITE 100 STREET 2: C/O CARLOTZ, INC. CITY: RICHMOND STATE: VA ZIP: 23224 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CarLotz, Inc. CENTRAL INDEX KEY: 0001759008 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 832456129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 611 BAINBRIDGE STREET STREET 2: SUITE 100 CITY: RICHMOND STATE: VA ZIP: 23224 BUSINESS PHONE: (804) 728-3833 MAIL ADDRESS: STREET 1: 611 BAINBRIDGE STREET STREET 2: SUITE 100 CITY: RICHMOND STATE: VA ZIP: 23224 FORMER COMPANY: FORMER CONFORMED NAME: Acamar Partners Acquisition Corp. DATE OF NAME CHANGE: 20181114 4 1 ownership.xml X0306 4 2022-12-09 1 0001759008 CarLotz, Inc. LOTZ 0001842548 Sanders Elizabeth C/O CARLOTZ, INC. 3301 W. MOORE STREET RICHMOND, VA 23230 0 1 0 0 Chief Administrative Officer Class A Common Stock 2022-12-09 4 D 0 969 D 0 D Restricted Stock Units 2022-12-09 4 D 0 4130 0 D Class A Common Stock 4130 0 D Restricted Stock Units 2022-12-09 4 D 0 101191 0 D Class A Common Stock 101191 0 D Restricted Stock Units 2022-12-09 4 D 0 41888 0 D 2026-01-26 Class A Common Stock 41888 0 D Stock Option (right to buy) 0.92 2022-12-09 4 D 0 407709 0 D 2029-11-01 Class A Common Stock 407709 0 D Stock Option (right to buy) 11.35 2022-12-09 4 D 0 8014 0 D 2031-01-21 Class A Common Stock 8014 0 D Stock Option (right to buy) 1.68 2022-12-09 4 D 0 145823 0 D 2032-03-17 Class A Common Stock 145823 0 D 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"). (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. At the Effective Time, each time-based restricted stock unit (excluding Company Earnout Acquiror RSUs (as defined in the Merger Agreement)) ("RSU") that was outstanding immediately prior to the Effective Time and to the extent vested at the Effective Time pursuant to its terms, was cancelled and converted into the right to receive a number of shares of Shift Common Stock equal to the product of (i) the number of vested whole shares of CarLotz Common Stock subject to such award immediately prior to the Effective Time and (ii) the Exchange Ratio, less applicable tax withholding. Each other RSU was assumed by Shift and converted into an equivalent RSU denominated in Shift Common Stock representing the right to receive a number of shares of Shift Common Stock equal to the product of (i) the number of vested whole shares of CarLotz Common Stock subject to such award immediately prior to the Effective Time and (ii) the Exchange Ratio. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle as follows: one-third of these restricted stock units vest on January 21, 2023, one-third of these restricted stock units vest on January 21, 2024 and one-third of these restricted stock units vest on January 21, 2025, assuming continued employment through the applicable vesting date. The restricted stock units will vest in three equal annual installments commencing on March 17, 2023, subject to the Reporting Person's continuous service through the relevant vesting dates. Represent certain Company Earnout Acquiror RSUs (as defined in the Merger Agreement), which vest if, prior to January 21, 2026, the closing share price of CarLotz Common Stock exceeds certain thresholds. At the Effective Time, each Company Earnout Acquiror RSU was assumed by Shift and converted into an equivalent RSU denominated in Shift Common Stock, with equitable adjustments such that the number of shares subject to such RSU was multiplied by the Exchange Ratio and the price thresholds applicable to such RSU were divided by the Exchange Ratio. At the Effective Time, each CarLotz option was assumed by Shift and converted into an equivalent option denominated in Shift Common Stock, with equitable adjustments such that the number of shares subject to such option was multiplied by the Exchange Ratio and the exercise price of such option was divided by the Exchange Ratio. These options are fully vested and exercisable. These options are service options that vest based on the passage of time and the Reporting Person's continued service. 2,003 of these options are currently exercisable and the remaining 6,011 become exercisable in three equal annual installments beginning on January 21, 2023. The options will vest and become exercisable in three equal annual installments commencing on March 17, 2023, subject to the Reporting Person's continuous service through the relevant vesting dates. /s/ Elizabeth Sanders 2022-12-12