Thomas H. Shortt - 14 Jan 2025 Form 4 Insider Report for Vroom, Inc. (VRM)

Role
Chief Executive Officer, Director
Signature
/s /Anna-Lisa Corrales, Attorney-in-Fact for Shortt, Thomas H
Issuer symbol
VRM
Transactions as of
14 Jan 2025
Net transactions value
+$13,845,548
Form type
4
Filing time
14 Mar 2025, 21:07:00 UTC
Previous filing
12 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRM Common Stock Award $0 +287,949 +3436% $0.000000 296,330 12 Mar 2025 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 VRM Warrants (Right to buy) Award $13,043 +214 $60.95 214 14 Jan 2025 Common Stock 214 $60.95 Direct F3
transaction VRM Stock Options (Right to buy) Award $7,905,215 +129,700 $60.95 129,700 12 Mar 2025 Common Stock 129,700 $60.95 Direct F4
transaction VRM Stock Options (Right to buy) Award $5,927,290 +129,700 $45.70 129,700 12 Mar 2025 Common Stock 129,700 $45.70 Direct F4
* 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 RSUs, fifty percent of which will vest on January 16, 2029, and fifty percent of which will vest January 17, 2029, in each case subject to the Reporting Person's continued service on such date. Each RSU represents a contingent right to receive one share of common stock of the Issuer.
F2 The number of shares of common stock in this Form 4 reflect the automatic conversion of the prior common stock at a ratio of 1-for-5 in connection with the Issuer's emergence from bankruptcy on January 14, 2025, the Recapitalization.
F3 The warrants were issued to stockholders of the Issuer in connection with the Recapitalization. Each Warrant was immediately exercisable upon issuance.
F4 Twenty-five percent of the shares of common stock that are subject to the option will vest on March 12, 2026 and the remaining Seventy-five percent will vest in three equal installments on each January 14, 2027, January 14, 2028, and January 14, 2029, in each case subject to Reporting Person's continued service on such date.

Remarks:

All share numbers reported in this Form 4 reflect an automatic conversion of the Common Stock at a ratio of 1-for-5 effectuated by the Amended and Restated Certificate of Incorporation adopted by the Issuer on January 14, 2025.