Key facts
- This page summarizes Eugene Kovshilovsky's Form 4 filing for CarLotz, Inc..
- 2 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 12 Dec 2022, 20:34.
Eugene Kovshilovsky - 09 Dec 2022 Form 4 Insider Report for CarLotz, Inc.
- Reporting relationship
- Chief Technology Officer
- Issuer ticker
- N/A
- Reported as of
- 09 Dec 2022
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 12 Dec 2022, 20:34:18 UTC
- Prior SEC filing
- 18 May 2022
- Next SEC filing
- 21 Sep 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ Eugene Kovshilovsky
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Eugene Kovshilovsky filed Form 4 for CarLotz, Inc. on 12 Dec 2022.
Change
- Previous filing in this sequence was filed on 18 May 2022.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
LOTZ
transaction
Derivative
Restricted Stock Units
Disposed to Issuer
- Transaction value
- $0
- Shares
- -600,000
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 09 Dec 2022
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 600,000
- Exercise price
- Footnotes
- F1, F2, F3, F4
LOTZ
transaction
Derivative
Restricted Stock Units
Disposed to Issuer
- Transaction value
- $0
- Shares
- -500,000
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 09 Dec 2022
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 500,000
- Exercise price
- Footnotes
- F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Eugene Kovshilovsky is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 5 footnotes
Footnote 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").
Footnote 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.
Footnote 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.
Footnote F4
These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle as follows: one-fourth of these restricted stock units vest on April 17, 2023, one-fourth of these restricted stock units vest on April 17, 2024, one-fourth of these restricted stock units vest on April 17, 2025 and one-fourth of these restricted stock units vest on April 17, 2026, assuming continued employment through the applicable vesting date.
Footnote F5
In accordance with the terms of a letter agreed to and signed by the Reporting Person, each performance-based restricted stock unit that was outstanding immediately prior to the Effective Time was forfeited without any consideration payable therefor.