Sec Form 4 Filing - Sanders Elizabeth @ CarLotz, Inc. - 2022-01-31

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
Sanders Elizabeth
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 Administrative Officer
(Last) (First) (Middle)
C/O CARLOTZ, INC., 611 BAINBRIDGE STREET, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
01/31/2022
(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 01/31/2022 M 1,377 A $ 0( 1 ) 1,377 D
Class A Common Stock 02/01/2022 S( 2 ) 408 D $ 2.06 969 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
Stock Option (right to buy) $ 0.64 ( 3 ) 08/31/2022 Class A Common Stock 10,193 10,193 D
Stock Option (right to buy) $ 0.92 ( 3 ) 11/01/2029 Class A Common Stock 407,709 407,709 D
Stock Option (right to buy) $ 11.35 ( 4 ) 01/21/2031 Class A Common Stock 8,014 8,014 D
Restricted Stock Units ( 5 )( 6 ) ( 5 ) 01/21/2026 Class A Common Stock 41,888 41,888 D
Restricted Stock Units ( 6 ) 01/31/2022 M 1,377 ( 7 ) ( 7 ) Class A Common Stock 1,377 $ 0 4,130 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sanders Elizabeth
C/O CARLOTZ, INC.
611 BAINBRIDGE STREET, SUITE 100
RICHMOND, VA23224
Chief Administrative Officer
Signatures
/s/ Rebecca C. Polak as attorney-in-fact for Ms. Sanders 02/02/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis. The restricted stock units vested in Class A common stock on January 31, 2022.
( 2 )The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 instruction solely with the intent to cover withholding taxes in connection with the settlement of restricted stock units.
( 3 )These options are fully vested and exercisable.
( 4 )These options are service options that vest based on the passage of time and the reporting person's continued service with the Company. 2,003 of these options are currently exercisable and the remaining 6,011 become exercisable in three equal annual installments beginning on January 21, 2023.
( 5 )These restricted stock units will vest if, prior to January 21, 2026, 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.
( 6 )Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.
( 7 )These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in Class A common stock as follows: one-fourth of these restricted stock units vested on January 31, 2022, one-fourth of these restricted stock units vest on January 21, 2023, one-fourth of these restricted stock units vest on January 21, 2024 and one-fourth of these restricted stock units vest on January 21, 2025, assuming continued employment through the applicable vesting date.

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