Sec Form 4 Filing - Dahnke Scott Arnold @ Vroom, Inc. - 2020-06-11

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dahnke Scott Arnold 2. Issuer Name and Ticker or Trading Symbol Vroom, Inc. [ VRM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VROOM, INC., 1375 BROADWAY, FLOOR 11 3. Date of Earliest Transaction (MM/DD/YY) 06/11/2020 (Street) NEW YORK, NY10018 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 06/11/2020 C 10,335,520 ( 1 ) A 10,589,776 I Directly held by CGP2 Lone Star, L.P. ( 2 ) Common Stock 06/11/2020 C 6,994,354 ( 1 ) A 6,994,354 I Directly held by CGP2 Zoom Holding, L.P. ( 2 ) Common Stock 06/11/2020 C 1,838,704 ( 1 ) A 1,838,704 I Directly held by LCGP3 Accelerator, L.P. ( 2 ) Common Stock 06/11/2020 P 318,181 A $ 22 2,156,885 I Directly held by LCGP3 Accelerator, L.P. ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Report ed Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series C Preferred Stock ( 1 ) 06/11/2020 C 4,567,122 ( 1 ) ( 1 ) Common Stock 4,567,122 ( 1 ) 0 I Directly held by CGP2 Zoom Holding, L.P. ( 2 ) Series D Preferred Stock ( 1 ) 06/11/2020 C 9,102,762 ( 1 ) ( 1 ) Common Stock 9,102,762 ( 1 ) 0 I Directly held by CGP2 Lone Star, L.P. ( 2 ) Series E Preferred Stock ( 1 ) 06/11/2020 C 1,232,758 ( 1 ) ( 1 ) Common Stock 1,232,758 ( 1 ) 0 I Directly held by CGP2 Lone Star, L.P. ( 2 ) Series F Preferred Stock ( 1 ) 06/11/2020 C 1,758,744 ( 1 ) ( 1 ) Common Stock 1,758,744 ( 1 ) 0 I Directly held by CGP2 Zoom Holding, L.P. ( 2 ) Series G Preferred Stock ( 1 ) 06/11/2020 C 668,488 ( 1 ) ( 1 ) Common Stock 668,488 ( 1 ) 0 I Directly held by CGP2 Zoom Holding, L.P. ( 2 ) Series H Preferred Stock ( 1 ) 06/11/2020 C 1,838,704 ( 1 ) ( 1 ) Common Stock 1,838,704 ( 1 ) 0 I Directly held by LCGP3 Accelerator, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dahnke Scott Arnold C/O VROOM, INC. 1375 BROADWAY, FLOOR 11 NEW YORK, NY10018 X X Signatures By: /s/ Alison Klein, Attorney-in-Fact for Scott A. Dahnke 06/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into shares of the Issuer's common stock on a one-for-one basis. ( 2 )CGP2 Managers, L.L.C. ("CGP2 Managers") is the general partner for each of CGP2 Zoom Holding, L.P. ("CGP2 Zoom Holding") and CGP2 Lone Star, L.P. ("CGP2 Lone Star"). CGP3 Managers, L.L.C. ("CGP3 Managers") is the general partner of LCGP3 Accelerator, L.P. ("LCGP3 Accelerator"). As such, CGP2 Managers may be deemed to beneficially own the shares held of record by each of CGP2 Zoom Holding and CGP2 Lone Star, and CGP3 Managers may be deemed to beneficially own the shares held of record by LCGP3 Accelerator. J. Michael Chu and Scott A. Dahnke are the members of the managing board of each of CGP2 Managers, L.L.C. and CGP3 Managers, L.L.C. and as such may be deemed to share beneficial ownership of the securities held of record by each of the foregoing entities. Each of Mr. Chu and Mr. Dahnke disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

Remarks: All share numbers reported in this Form 4 reflect a 2-for-1 stock split effected by the Issuer in connection with its initial public offering, which was exempt from reporting pursuant to Rule 16a-9.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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