Sec Form 4 Filing - CGP2 Lone Star, L.P. @ Vroom, Inc. - 2021-07-19

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 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) 07/19/2021 (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 07/19/2021 J( 1 ) 10,589,776 D $ 0 4,734 I Directly held by CGP2 Lone Star, L.P. ( 2 ) ( 3 ) Common Stock 07/19/2021 J( 1 ) 6,994,354 D $ 0 0 I Directly held by CGP2 Zoom Holding, L.P. ( 3 ) Common Stock 318,181 I Directly held by LCGP3 Accelerator, 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 Catterton Management Company, L.L.C. 599 WEST PUTNAM AVENUE GREENWICH, CT06830 X X Chu James Michael 599 WEST PUTNAM AVENUE GREENWICH, CT06830 X X Signatures CGP2 Lone Star, L.P., By: CGP2 Managers, L.L.C., its general partner, By: /s/ Scott A. Dahnke, Title: Managing Member 07/21/2021 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 07/21/2021 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 07/21/2021 Signature of Reporting Person Date CGP2 Managers, L.L.C., L.P., By: /s/ Scott A. Dahnke, Title: Managing Member 07/21/2021 Signature of Reporting Person Date CGP3 Managers, L.L.C., By: /s/ Scott A. Dahnke, Title: Managing Member 07/21/2021 Signature of Reporting Person Date Catterton Management Company, L.L.C., By: /s/ Daniel Reid, General Counsel 07/21/2021 Signature of Reporting Person Date /s/ J. Michael Chu 07/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each of CGP2 Lone Star, L.P. and CGP2 Zoom Holding, L.P. distributed its shares of common stock in-kind to its limited partners. ( 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 the foregoing entities and individuals disclaims beneficial ownership the shares underlying such equity awards except to the extent of their pecuniary interest therein, if any. ( 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 managing members 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).

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