Kimberly Sheehy - Dec 9, 2022 Form 4 Insider Report for CarLotz, Inc. (LOTZ)

Role: Director
Signature: /s/ Kimberly H. Sheehy
Stock symbol: LOTZ
Transactions as of: Dec 9, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/12/2022, 08:38 PM
Previous filing: Dec 8, 2022
Next filing: May 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LOTZ	Class A Common Stock	Disposed to Issuer		-30K	-100%		0	Dec 9, 2022	Direct	F1, 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	Disposed to Issuer	$0	-218K	-100%	$0.00^*	0	Dec 9, 2022	Class A Common Stock	218K		Direct	F3, F4

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

Kimberly Sheehy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated as of August 9, 2022 (the "Merger Agreement"), by and among the Issuer, Shift Technologies, Inc. ("Shift") and Shift Remarketing Operations, Inc. ("Merger Sub"), pursuant to which, on December 9, 2022 (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Shift (the "Merger").
F2	(Continued from Footnote 1) In accordance with the terms of the Merger Agreement, at the Effective Time of the Merger, each issued and outstanding share of Class A Common Stock of the Issuer (other than shares of Issuer Common Stock held in treasury by the Issuer and not on behalf of a third party) (the "CarLotz Common Stock") was converted automatically into the right to receive 0.705241 (the "Exchange Ratio") of a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock of Shift (the "Shift Common Stock"), rounded up to the nearest whole share for any fractional share of Shift Common Stock that would be issued to any holder of CarLotz Common Stock after aggregating all fractional shares of Shift Common Stock that would otherwise be received by such holder resulting from the calculation.
F3	At the Effective Time, each time-based restricted stock unit (excluding Company Earnout Acquiror RSUs (as defined in the Merger Agreement)) ("RSU") that was outstanding immediately prior to the Effective Time and to the extent vested at the Effective Time pursuant to its terms, was cancelled and converted into the right to receive a number of shares of Shift Common Stock equal to the product of (i) the number of vested whole shares of CarLotz Common Stock subject to such award immediately prior to the Effective Time and (ii) the Exchange Ratio, less applicable tax withholding. Each other RSU was assumed by Shift and converted into an equivalent RSU denominated in Shift Common Stock representing the right to receive a number of shares of Shift Common Stock equal to the product of (i) the number of vested whole shares of CarLotz Common Stock subject to such award immediately prior to the Effective Time and (ii) the Exchange Ratio.
F4	These restricted stock units vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of stockholders following the date of grant and (ii) the first anniversary of the date of grant.