Sec Form 4 Filing - Acamar Partners Sponsor I LLC @ CarLotz, Inc. - 2021-01-21

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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
Acamar Partners Sponsor I LLC
2. Issuer Name and Ticker or Trading Symbol
CarLotz, Inc. [ LOTZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1450 BRICKELL AVENUE, SUITE 2130
3. Date of Earliest Transaction (MM/DD/YY)
01/21/2021
(Street)
MIAMI, FL33131
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( 1 ) 250,214 A $ 10 250,214 D
Class A Common Stock 01/21/2021 M( 2 ) 3,819,665 A 4,069,879 D
Class A Common Stock 01/21/2021 M( 2 )( 3 ) 3,819,665 A 7,889,544 D
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
Class B Common Stock ( 2 ) 01/21/2021 M 3,819,665 ( 2 ) ( 2 ) Class A Common Stock 3,819,665 ( 2 ) 3,819,665 D
Class B Common Stock ( 2 ) 01/21/2021 M 3,819,665 ( 2 ) ( 2 ) Class A Common Stock 3,819,665 ( 2 ) ( 3 ) 0 D
Private Placement Warrants $ 11.5 01/21/2021 A( 4 ) 6,074,310 02/20/2021 01/21/2026 Class A Common Stock 6,074,310 $ 1.5 6,074,310 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Acamar Partners Sponsor I LLC
1450 BRICKELL AVENUE, SUITE 2130
MIAMI, FL33131
X
Signatures
/s/ Joseba Asier Picaza Ucar as managing member of Acamar Partners Sponsor I LLC 01/25/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares acquired by Acamar Partners Sponsor I LLC ("Acamar Sponsor") pursuant to a subscription agreement by and between Acamar Sponsor and the Issuer.
( 2 )On January 21, 2021, the Issuer acquired CarLotz, Inc. ("CarLotz") by the merger (the "Merger") of Acamar Partners Sub, Inc., a wholly-owned subsidiary of the Issuer, with and into CarLotz, with CarLotz surviving as a wholly-owned subsidiary of the Issuer. As a result of the Merger, each of the Issuer's outstanding shares of Class B Common Stock converted automatically into one share of Class A Common Stock.
( 3 )Shares subject to a lockup. 50% of these shares will be released from lockup if the closing trading price of the Class A Common Stock has been greater than $12.50 over any 20 trading days within any 30-trading day period commencing 150 days after the closing of the Merger within 5 years of the closing and the other 50% will be released if the closing price of the Class A Common Stock has been greater than $15.00 over any 20 trading days within any 30-trading day period over the same period. All of the shares will be released from lockup if there is a change of control with a price per share at or above $10 per share prior to 5 years from closing. If the foregoing conditions are not met, the remaining shares will be forfeited on the fifth anniversary of the closing.
( 4 )6,000,000 Private Placement Warrants were purchased by Acamar Sponsor on February 26, 2019 and 74,310 Private Placement Warrants were purchased by Acamar Sponsor on April 9, 2019. Each Private Placement Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The Private Placement Warrants may be exercised only during the period commencing 30 days after the closing of the Merger expiring five years after the completion of the Merger or earlier upon redemption or liquidation.

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