Thomas H. Shortt - May 9, 2022 Form 4 Insider Report for Vroom, Inc. (VRM)

Role: Chief Executive Officer
Signature: /s/ Alison Klein, Attorney-in-Fact for Thomas H. Shortt
Stock symbol: VRM
Transactions as of: May 9, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/11/2022, 07:29 PM
Previous filing: Jan 5, 2022
Next filing: Jan 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRM	Common Stock	Award	$0	+1.2M	+458.96%	$0.00	1.46M	May 9, 2022	Direct	F1

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	VRM	Stock Option	Award	$0	+600K		$0.00	600K	May 9, 2022	Common Stock	600K	$7.50	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents an award of restricted stock units that vest on May 9, 2025, subject to the Reporting Person's continued employment through such date. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer. One third of the restricted stock units are subject to accelerated vesting if the Issuer's closing price for its common stock is at or above $7.50 per share for twenty consecutive trading days during the three-year vesting period; a further third of the restricted stock units are subject to accelerated vesting if the Issuer's closing price for its common stock is at or above $15.00 per share for twenty consecutive trading days in the second or third years of the vesting period; and the last third of the restricted stock units are subject to accelerated vesting if the Issuer's closing price for its common stock is at or above $21.00 per share for twenty consecutive trading days during the third year of the vesting period.
F2	The option will vest and become exercisable in three equal annual installments beginning on May 9, 2023.

Content

Represents an award of restricted stock units that vest on May 9, 2025, subject to the Reporting Person's continued employment through such date. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer. One third of the restricted stock units are subject to accelerated vesting if the Issuer's closing price for its common stock is at or above $7.50 per share for twenty consecutive trading days during the three-year vesting period; a further third of the restricted stock units are subject to accelerated vesting if the Issuer's closing price for its common stock is at or above $15.00 per share for twenty consecutive trading days in the second or third years of the vesting period; and the last third of the restricted stock units are subject to accelerated vesting if the Issuer's closing price for its common stock is at or above $21.00 per share for twenty consecutive trading days during the third year of the vesting period.

The option will vest and become exercisable in three equal annual installments beginning on May 9, 2023.