Sec Form 4 Filing - Valerian Daniel A @ CarLotz, Inc. - 2021-01-21

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 Valerian Daniel A 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 Technology Officer (Last) (First) (Middle) C/O CARLOTZ, INC., 611 BAINBRIDGE STREET, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/21/2021 (Street) RICHMOND, VA23224 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

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 Stock Option (right to buy) $ 0.24 01/21/2021 A 101,928 ( 1 ) 08/31/2022 Class A Common Stock 101,928 ( 2 ) 101,928 D Stock Option (right to buy) $ 0.64 01/21/2021 A 305,782 ( 1 ) 08/31/2022 Class A Common Stock 305,782 ( 3 ) 305,782 D Stock Option (right to buy) $ 0.92 01/21/2021 A 61,156 ( 1 ) 04/23/2028 Class A Common Stock 61,156 ( 4 ) 61,156 D Stock Option (right to buy) $ 0.92 01/21/2021 A 509,637 ( 1 ) 11/01/2029 Class A Common Stock 509,637 ( 5 ) 509,637 D Stock Option (right to buy) $ 0.92 01/21/2021 A 183,469 ( 6 ) 08/10/2030 Class A Common Stock 183,469 ( 7 ) 183,469 D Stock Option (right to buy) $ 11.35 01/21/2021 A 44,876 ( 6 ) 01/21/2031 Class A Common Stock 44,876 $ 0 44,876 D Restricted Stock Units ( 8 ) ( 9 ) 01/21/2021 A 118,091 ( 8 ) 01/21/2026 Class A Common Stock 118,091 ( 10 ) 118,091 D Restricted Stock Units ( 9 ) 01/21/2021 A 30,837 ( 11 ) ( 11 ) Class A Common Stock 30,837 $ 0 30,837 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Valerian Daniel A C/O CARLOTZ, INC. 611 BAINBRIDGE STREET, SUITE 100 RICHMOND, VA23224 Chief Technology Officer Signatures /s/ Rebecca C. Polak as attorney-in-fact for Mr. Valerian Rebecca C. Polak 01/25/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options are fully vested and exercisable. ( 2 )These options were received in exchange for options to purchase 10,000 shares of common stock of CarLotz Group, Inc. (f/k/a CarLotz, Inc. ("Former CarLotz"), pursuant to an Agreement and Plan of Merger, dated as of October 21, 2020 (as amended by Amendment No. 1, dated December 16, 2020, the "Merger Agreement"), by and among Former CarLotz, Acamar Partners Acquisition Corp. ("Acamar Partners") and Acamar Partners Sub, Inc. ("Merger Sub"). Merger Sub merged (the "Merger") with and into Former CarLotz, with Former CarLotz surviving the merger as a wholly owned subsidiary of Acamar Partners (which subsequently changed its name to "CarLotz, Inc..", the "Issuer"). ( 3 )These options were received in the Merger in exchange for options to purchase 30,000 shares of Former CarLotz common stock. ( 4 )These options were received in the Merger in exchange for options to purchase 6,000 shares of Former CarLotz common stock. ( 5 )These options were received in the Merger in exchange for options to purchase 50,000 shares of Former CarLotz common stock. ( 6 )These options vest in four equal annual installments beginning January 21, 2021. ( 7 )These options were received in the Merger in exchange for options to purchase 18,000 shares of Former CarLotz common stock. ( 8 )Reflects Restricted Stock Units acquired pursuant to the Merger Agreement. Pursuant to earnout provisions in the Merger Agreement, the Restricted Stock Units will vest if, from the closing of the Merger until the fifth anniversary thereof, the closing share price of the Class A Common Stock exceeds the following thresholds. One-half will vest if the closing share price of the Class A Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period and one-half will vest if the closing share price of the Class A Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period. ( 9 )Each Restricted Stock Unit represents a contingent right to receive one share of Class A Common Stock. ( 10 )These Restricted Stock Units were received in the Merger in exchange for options to purchase 114,000 shares of Former CarLotz common stock. ( 11 )These Restricted Stock Units vest in four equal annual installments beginning January 21, 2021.

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

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