Michael W. Bor - Jan 31, 2022 Form 4 Insider Report for CarLotz, Inc. (LOTZ)

Role
CEO and Chairman, Director, 10%+ Owner
Signature
/s/ Rebecca C. Polak as attorney-in-fact for Mr. Bor
Stock symbol
LOTZ
Transactions as of
Jan 31, 2022
Transactions value $
-$20,124
Form type
4
Date filed
2/2/2022, 04:52 PM
Next filing
May 12, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LOTZ Class A Common Stock Options Exercise $0 +22K +0.25% $0.00 8.92M Jan 31, 2022 Direct F1, F2
transaction LOTZ Class A Common Stock Sale -$20.1K -9.77K -44.35% $2.06* 12.3K Feb 1, 2022 Direct F3
holding LOTZ Class A Common Stock 953K Jan 31, 2022 Held by Bor Family Trust
holding LOTZ Class A Common Stock 353K Jan 31, 2022 Held by Bor Grantor Retained Annuity Trust F4

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 -22K -25% $0.00 66.1K Jan 31, 2022 Class A Common Stock 22K Direct F9, F10
holding LOTZ Earnout Rights 897K Jan 31, 2022 Class A Common Stock 897K Direct F5
holding LOTZ Stock Option (right to buy) 255K Jan 31, 2022 Class A Common Stock 255K $0.64 Direct F6
holding LOTZ Stock Option (right to buy) 613K Jan 31, 2022 Class A Common Stock 613K $0.92 Direct F6
holding LOTZ Stock Option (right to buy) 510K Jan 31, 2022 Class A Common Stock 510K $0.92 Direct F6
holding LOTZ Stock Option (right to buy) 128K Jan 31, 2022 Class A Common Stock 128K $11.35 Direct F7
holding LOTZ Restricted Stock Units 139K Jan 31, 2022 Class A Common Stock 139K Direct F8, F9
holding LOTZ Earnout Rights 105K Jan 31, 2022 Class A Common Stock 105K Held by Bor Family Trust F5
holding LOTZ Earnout Rights 105K Jan 31, 2022 Class A Common Stock 105K Held by Bor Grantor Retained Annuity Trust F5
* 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 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.
F3 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.
F4 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.
F5 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.
F6 These options are fully vested and exercisable.
F7 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.
F8 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.
F9 Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.
F10 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.