Sec Form 4 Filing - TRP Capital Partners, LP @ CarLotz, Inc. - 2022-12-09

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 TRP Capital Partners, LP 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) 380 N. OLD WOODWARD AVE.,, SUITE 205 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2022 (Street) BIRMINGHAM, MI48009 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 12/09/2022 M( 1 )( 2 )( 3 ) 435,330 A 495,428 I See Footnote( 2 )( 3 ) Class A Common Stock 12/09/2022 D( 4 ) 495,428 D 0 I See Footnote( 4 )( 5 ) Class A Common Stock 12/09/2022 D( 5 ) 21,739,678 D 0 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 Restricted Stock Units ( 2 ) 12/09/2022 M 435,330 ( 2 ) ( 2 ) Class A Common Stock 435,330 ( 2 ) 0 I See Footnote( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TRP Capital Partners, LP 380 N. OLD WOODWARD AVE., SUITE 205 BIRMINGHAM, MI48009 X Signatures /s/ David R. Mitchell, Managing Director 12/12/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 9, 2022, pursuant to the Agreement and Plan of Merger, dated August 9, 2022 (the "Merger Agreement"), among Shift Technologies, Inc. ("Shift"), Shift Remarketing Operations, Inc. (Merger Sub") and CarLotz, Inc. (the "Issuer"), Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Shift (the "Merger"). ( 2 )Pursuant to the Merger Agreement, at the effective time of the Merger, each restricted stock unit became vested, and was cancelled and converted into the right to receive 0.705241 shares of Shift common stock. ( 3 )These Restricted Stock Units were granted pursuant to the Issuer's 2020 Incentive Award Plan, consisting of 217,665 Restricted Stock Units granted to David R. Mitchell and 217,665 Restricted Stock Units granted to Steven G. Carrel, each a Managing Director of the Reporting Person, in their capacity as directors of the Issuer. Each of David R. Mitchell and Steven G. Carrel has an understanding with the Reporting Person pursuant to which he holds such Restricted Stock Units for the benefit of the Reporting Person. ( 4 )These shares consist of 247,714 shares held directly by David R. Mitchell and 247,714 shares held directly by Steven G. Carrel, each a Managing Director of the Reporting Person, in their capacity as directors of the Issuer. Each of David R. Mitchell and Steven G. Carrel has an understanding with the Reporting Person pursuant to which he holds such shares for the benefit of the Reporting Person. ( 5 )Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Issuer Class A common stock issued and outstanding immediately prior to the effective time of the Merger was converted into 0.705241 shares of Shift common stock.

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