Michael W. Bor - Mar 24, 2022 Form 4 Insider Report for CarLotz, Inc. (LOTZ)

Role
10%+ Owner
Signature
/s/ Michael W. Bor
Stock symbol
LOTZ
Transactions as of
Mar 24, 2022
Transactions value $
-$237,377
Form type
4
Date filed
5/12/2022, 04:27 PM
Previous filing
Feb 2, 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 8.94M Mar 24, 2022 Direct F1
transaction LOTZ Class A Common Stock Sale -$13.4K -8.37K -0.09% $1.60* 8.93M Mar 24, 2022 Direct F2
transaction LOTZ Class A Common Stock Sale -$139K -180K -2.02% $0.77 8.75M May 10, 2022 Direct F3
transaction LOTZ Class A Common Stock Sale -$85K -125K -1.43% $0.68 8.62M May 11, 2022 Direct F4
holding LOTZ Class A Common Stock 953K Mar 24, 2022 Held by Bor Family Trust
holding LOTZ Class A Common Stock 353K Mar 24, 2022 Held by Bor Grantor Retained Annuity Trust

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 -100% $0.00* 0 Mar 24, 2022 Class A Common Stock 22K Direct F8, F9
holding LOTZ Earnout Rights 897K Mar 24, 2022 Class A Common Stock 897K Direct F5
holding LOTZ Stock Option (right to buy) 255K Mar 24, 2022 Class A Common Stock 255K $0.64 Direct F6
holding LOTZ Stock Option (right to buy) 613K Mar 24, 2022 Class A Common Stock 613K $0.92 Direct F7
holding LOTZ Stock Option (right to buy) 510K Mar 24, 2022 Class A Common Stock 510K $0.92 Direct F7
holding LOTZ Stock Option (right to buy) 64.1K Mar 24, 2022 Class A Common Stock 64.1K $11.35 Direct F6
holding LOTZ Earnout Rights 105K Mar 24, 2022 Class A Common Stock 105K Held by Bor Family Trust F5
holding LOTZ Earnout Rights 105K Mar 24, 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 March 16, 2022.
F2 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.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.70 to $0.81, inclusive. The reporting person undertakes to provide to CarLotz, Inc., any security holder of CarLotz, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.61 to $0.76, inclusive.
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 Pursuant to the terms of the Separation and Release Agreement between CarLotz, Inc. and the reporting person dated March 14, 2022 (the "Separation Agreement"), these options are fully vested and exercisable until June 16, 2022.
F7 These options are fully vested and exercisable in accordance with their terms.
F8 Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.
F9 Pursuant to the terms of the Separation Agreement, these restricted stock units fully vested on March 16, 2022.