TRP Capital Partners, LP - Dec 9, 2022 Form 4 Insider Report for CarLotz, Inc. (LOTZ)

Role: 10%+ Owner
Signature: /s/ David R. Mitchell, Managing Director
Stock symbol: LOTZ
Transactions as of: Dec 9, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/12/2022, 03:10 PM
Previous filing: Aug 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LOTZ	Class A Common Stock	Options Exercise		+435K	+724.37%		495K	Dec 9, 2022	See Footnote	F1, F2, F3
transaction	LOTZ	Class A Common Stock	Disposed to Issuer		-495K	-100%		0	Dec 9, 2022	See Footnote	F4, F5
transaction	LOTZ	Class A Common Stock	Disposed to Issuer		-21.7M	-100%		0	Dec 9, 2022	Direct	F5

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		-435K	-100%		0	Dec 9, 2022	Class A Common Stock	435K		See Footnote	F2

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

TRP Capital Partners, LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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").
F2	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.
F3	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.
F4	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.
F5	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.