Sec Form 4 Filing - CGP2 Lone Star, L.P. @ Vroom, Inc. - 2021-06-24

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
CGP2 Lone Star, L.P.
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)
599 WEST PUTNAM AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2021
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 06/24/2021 A 4,734 ( 1 ) A $ 0 10,594,510 I Directly held by CGP2 Lone Star, L.P. ( 2 ) ( 3 )
Common Stock 318,181 I Directly held by LCGP3 Accelerator, L.P. ( 3 )
Common Stock 6,994,354 I Directly held by CGP2 Zoom Holding, L.P. ( 3 )
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 Reported 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CGP2 Lone Star, L.P.
599 WEST PUTNAM AVENUE
GREENWICH, CT06830
X X
CGP2 Zoom Holding, L.P.
599 WEST PUTNAM AVENUE
GREENWICH, CT06830
X X
LCGP3 Accelerator, L.P.
599 WEST PUTNAM AVENUE
GREENWICH, CT06830
X X
CGP2 Managers, L.L.C.
599 WEST PUTNAM AVENUE
GREENWICH, CT06830
X X
CGP3 Managers, L.L.C.
599 WEST PUTNAM AVENUE
GREENWICH, CT06830
X X
Chu James Michael
599 WEST PUTNAM AVENUE
GREENWICH, CT06830
X
Signatures
CGP2 Lone Star, L.P., By: CGP2 Managers, L.L.C., its general partner, By: /s/ Scott A. Dahnke, Title: Managing Member 06/28/2021
Signature of Reporting Person Date
CGP2 Zoom Holding, L.P., By: CGP2 Managers, L.L.C., its general partner, By: /s/ Scott A. Dahnke, Title: Managing Member 06/28/2021
Signature of Reporting Person Date
LCGP3 Accelerator, L.P., By: CGP3 Managers, L.L.C., its general partner, By: /s/ Scott A. Dahnke, Title: Managing Member 06/28/2021
Signature of Reporting Person Date
CGP2 Managers, L.L.C., L.P., By: /s/ Scott A. Dahnke, Title: Managing Member 06/28/2021
Signature of Reporting Person Date
CGP3 Managers, L.L.C., By: /s/ Scott A. Dahnke, Title: Managing Member 06/28/2021
Signature of Reporting Person Date
/s/ J. Michael Chu 06/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an award of restricted stock units that vest in full on the earlier of the day immediately preceding the date of the Issuer's first annual meeting of stockholders following the date of grant and June 24, 2022. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer.
( 2 )Each of Michael Farello and Scott Dahnke have entered into a Nominee and Indemnity Agreement, pursuant to which they have agreed to hold any equity awards granted to them for their service as directors of the Issuer as nominee for CGP2 Lone Star, L.P. ("CGP2 Lone Star"). Catterton Management Company, L.L.C., as manager of CGP2 Lone Star, may be deemed to share beneficial ownership of the equity awards held as nominee by Messrs. Farello and Dahnke. Each of them disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any. Catterton Management Company, L.L.C. is separately filing a Form 3 to report the equity awards referenced herein.
( 3 )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. 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. A Form 4 is being filed separately by Mr. Dahnke in his capacity as a director of the Issuer.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.