Sec Form 4 Filing - Bor Michael W @ CarLotz, Inc. - 2022-03-24

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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WILLIAMS MULLEN, P.C., 200 SOUTH 10TH STREET, SUITE 1600 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2022 (Street) RICHMOND, VA23219 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 03/24/2022 M 22,026 A $ 0( 1 ) 8,936,329 D Class A Common Stock 03/24/2022 S( 2 ) 8,371 D $ 1.603 8,927,958 D Class A Common Stock 05/10/2022 S 180,465 D $ 0.77( 3 ) 8,747,493 D Class A Common Stock 05/11/2022 S 125,000 D $ 0.68( 4 ) 8,622,493 D Class A Common Stock 952,593 I Held by Bor Family Trust Class A Common Stock 352,593 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. 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 Earnout Rights ( 5 ) ( 5 ) 01/21/2026 Class A Common Stock 897,341 897,341 D Stock Option (right to buy) $ 0.64 ( 6 ) 06/16/2022 Class A Common Stock 254,818 254,818 D Stock Option (right to buy) $ 0.92 ( 7 ) 04/23/2028 Class A Common Stock 613,480 613,480 D Stock Option (right to buy) $ 0.92 ( 7 ) 02/04/2030 Class A Common Stock 509,637 509,637 D Stock Option (right to buy) $ 11.35 ( 6 ) 06/16/2022 Class A Common Stock 64,108 64,108 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 Restricted Stock Units ( 8 ) 03/24/2022 M 22,026 ( 9 ) ( 9 ) Class A Common Stock 22,026 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bor Michael W C/O WILLIAMS MULLEN, P.C. 200 SOUTH 10TH STREET, SUITE 1600 RICHMOND, VA23219 X Signatures /s/ Michael W. Bor 05/12/2022 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 March 16, 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 )The price reported in Column 4 is a weighted average price. These shares we re sold in multiple transactions at prices ranging from $0.70 to $0.81, inclusive. The reporting person undertakes to provide to CarLotz, Inc., any security holder of CarLotz, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.61 to $0.76, inclusive. ( 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 )Pursuant to the terms of the Separation and Release Agreement between CarLotz, Inc. and the reporting person dated March 14, 2022 (the "Separation Agreement"), these options are fully vested and exercisable until June 16, 2022. ( 7 )These options are fully vested and exercisable in accordance with their terms. ( 8 )Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis. ( 9 )Pursuant to the terms of the Separation Agreement, these restricted stock units fully vested on March 16, 2022.

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

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