Sec Form 4 Filing - Carrel Steven G @ CarLotz, Inc. - 2021-01-21

Insider filing report for Changes in Beneficial Ownership
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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
Carrel Steven G
2. Issuer Name and Ticker or Trading Symbol
CarLotz, Inc. [ LOTZ]
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 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
Class A Common Stock 01/21/2021 A 20,739,678 A 20,739,678 I See Foonote ( 2 )
2,287,420
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
Earnout Rights ( 3 ) 01/21/2021 A 2,287,420 ( 3 ) 01/21/2026 Class A Common Stock 2,287,420 ( 1 ) I See Foonote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carrel Steven G
C/O CARLOTZ, INC.
611 BAINBRIDGE STREET, SUITE 100
RICHMOND, VA23224
X X
Signatures
/s/ Rebecca C. Polak as attorney-in-fact for Mr. Carrel Rebecca C. Polak 01/25/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for 2,034,751 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").
( 2 )Represents securities held directly by TRP Capital Partners, LP ("TRP"). The Reporting Person is a Managing Director of TRP. The Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that the Reporting Person is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or that, for purposes of Section 16 of the Exchange Act or otherwise, the Reporting Person is the beneficial owner of any securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
( 3 )Reflects Earnout Rights acquired pursuant to the Merger Agreement. Pursuant to earnout provisions in the Merger Agreement, the holder is entitled to receive such shares of Class A Common Stock 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 be issued 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 be issued 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.

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