Daniel A. Valerian - 31 Jan 2022 Form 4 Insider Report for CarLotz, Inc.

Role: Chief Technology Officer
Signature: /s/ Rebecca C. Polak as attorney-in-fact for Mr. Valerian
Issuer symbol: N/A
Transactions as of: 31 Jan 2022
Net transactions value: -$4,674
Form type: 4
Filing time: 02 Feb 2022, 16:51:44 UTC
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LOTZ	Class A Common Stock	Options Exercise	$0	+7,710		$0.000000	7,710	31 Jan 2022	Direct	F1
transaction	LOTZ	Class A Common Stock	Sale	$4,674	-2,269	-29%	$2.06^*	5,441	01 Feb 2022	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	LOTZ	Restricted Stock Units	Options Exercise	$0	-7,710	-25%	$0.000000	23,127	31 Jan 2022	Class A Common Stock	7,710		Direct	F7, F8
holding	LOTZ	Stock Option (right to buy)						101,928	31 Jan 2022	Class A Common Stock	101,928	$0.2400	Direct	F3
holding	LOTZ	Stock Option (right to buy)						305,782	31 Jan 2022	Class A Common Stock	305,782	$0.6400	Direct	F3
holding	LOTZ	Stock Option (right to buy)						61,156	31 Jan 2022	Class A Common Stock	61,156	$0.9200	Direct	F3
holding	LOTZ	Stock Option (right to buy)						509,637	31 Jan 2022	Class A Common Stock	509,637	$0.9200	Direct	F3
holding	LOTZ	Stock Option (right to buy)						183,469	31 Jan 2022	Class A Common Stock	183,469	$0.9200	Direct	F4
holding	LOTZ	Stock Option (right to buy)						44,876	31 Jan 2022	Class A Common Stock	44,876	$11.35	Direct	F5
holding	LOTZ	Restricted Stock Units						118,091	31 Jan 2022	Class A Common Stock	118,091		Direct	F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	These options are fully vested and exercisable.
F4	These options are service options that vest based on the passage of time and the reporting person's continued service with the Company. 45,867 of these options are currently exercisable and the remaining 137,602 become exercisable in three equal annual installments beginning on January 21, 2023.
F5	These options are service options that vest based on the passage of time and the reporting person's continued service with the Company. 11,219 of these options are currently exercisable and the remaining 33,657 become exercisable in three equal annual installments beginning on January 21, 2023.
F6	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.
F7	Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.
F8	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.