Sec Form 4 Filing - POLAK REBECCA C. @ 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
POLAK REBECCA C.
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)
CCO and GC
(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) $ 11.35 01/21/2021 A 303,700 ( 1 ) 01/21/2031 Class A Common Stock 303,700 $ 0 303,700 D
Restricted Stock Units ( 2 ) 01/21/2021 A 127,175 ( 3 ) ( 3 ) Class A Common Stock 127,175 $ 0 127,175 D
Restricted Stock Units ( 2 ) 01/21/2021 A 86,175 ( 4 )( 5 ) 01/21/2026 Class A Common Stock 86,175 $ 0 86,175 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
POLAK REBECCA C.
C/O CARLOTZ, INC.
611 BAINBRIDGE STREET, SUITE 100
RICHMOND, VA23224
CCO and GC
Signatures
/s/ Rebecca C. Polak 01/25/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These options vest in four equal annual installments beginning October 26, 2020.
( 2 )Each Restricted Stock Unit represents a contingent right to receive one share of Class A Common Stock.
( 3 )These Restricted Stock Units vest in four equal annual installments beginning October 26, 2020.
( 4 )These Restricted Stock Units will vest if the following earnout provisions for Former CarLotz stockholders to receive certain additional shares pursuant to the 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"), are met.
( 5 )These 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.

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