SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sanders Elizabeth

(Last)

(First)

(Middle)

C/O CARLOTZ, INC.

3301 W. MOORE STREET

(Street)

RICHMOND,

23230

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CarLotz, Inc. [ LOTZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Administrative Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/09/2022		D		969	D	⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	12/09/2022		D			4,130	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	4,130	$0	0	D
Restricted Stock Units	⁽³⁾	12/09/2022		D			101,191	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	101,191	$0	0	D
Restricted Stock Units	⁽⁶⁾	12/09/2022		D			41,888	⁽⁶⁾	01/26/2026⁽⁶⁾	Class A Common Stock	41,888	$0	0	D
Stock Option (right to buy)	$0.92	12/09/2022		D			407,709	⁽⁷⁾⁽⁸⁾	11/01/2029	Class A Common Stock	407,709	$0	0	D
Stock Option (right to buy)	$11.35	12/09/2022		D			8,014	⁽⁷⁾⁽⁹⁾	01/21/2031	Class A Common Stock	8,014	$0	0	D
Stock Option (right to buy)	$1.68	12/09/2022		D			145,823	⁽⁷⁾⁽¹⁰⁾	03/17/2032	Class A Common Stock	145,823	$0	0	D

Explanation of Responses:

1. 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").

2. (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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. These options are fully vested and exercisable.

9. 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.

10. 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	12/12/2022
	** Signature of Reporting Person	Date
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