Sec Form 4 Filing - Bor Michael W @ CarLotz, Inc. - 2022-01-31

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 Bor Michael W 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 X __ Officer (give title below) _____ Other (specify below) CEO and Chairman (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 22,027 A $ 0( 1 ) 8,924,072( 2 ) D Class A Common Stock 02/01/2022 S( 3 ) 9,769 D $ 2.06 12,258 D Class A Common Stock 952,593 I Held by Bor Family Trust Class A Common Stock 352,593( 4 ) I Held by Bor Grantor Retained Annuity Trust

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. Owners hip 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 ( 5 ) ( 5 ) 01/21/2026 Class A Common Stock 897,341 897,341 D Stock Option (right to buy) $ 0.64 ( 6 ) 08/31/2022 Class A Common Stock 254,818 254,818 D Stock Option (right to buy) $ 0.92 ( 6 ) 04/23/2028 Class A Common Stock 613,480 613,480 D Stock Option (right to buy) $ 0.92 ( 6 ) 02/04/2030 Class A Common Stock 509,637 509,637 D Stock Option (right to buy) $ 11.35 ( 7 ) 01/21/2031 Class A Common Stock 128,218 128,218 D Restricted Stock Units ( 8 )( 9 ) ( 8 ) 01/21/2026 Class A Common Stock 138,800 138,800 D Restricted Stock Units ( 9 ) 01/31/2022 M 22,027 ( 10 ) ( 10 ) Class A Common Stock 22,027 $ 0 66,079 D Earnout Rights ( 5 ) ( 5 ) 01/21/2026 Class A Common Stock 105,064 105,064 I Held by Bor Family Trust Earnout Rights ( 5 ) ( 5 ) 01/21/2026 Class A Common Stock 105,064 105,064 I Held by Bor Grantor Retained Annuity Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bor Michael W C/O CARLOTZ, INC. 611 BAINBRIDGE STREET, SUITE 100 RICHMOND, VA23224 X X CEO and Chairman Signatures /s/ Rebecca C. Polak as attorney-in-fact for Mr. Bor 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 )Includes 600,000 shares previously held through the Bor Grantor Retained Annuity Trust which were distributed to the reporting person and are now owned directly. ( 3 )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. ( 4 )Excludes 600,000 shares previously held through the Bor Grantor Retained Annuity Trust which were distributed to the reporting person and are now owned directly. ( 5 )These earnout rights 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 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. ( 6 )These options are fully vested and exercisable. ( 7 )These options are service options that vest based on the passage of time and the reporting person's continued service with the Company. 32,054 of these options are currently exercisable and the remaining 96,164 become exercisable in three equal annual installments beginning on January 21, 2023. ( 8 )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. ( 9 )Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis. ( 10 )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.

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

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

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