Lev Peker - 09 Dec 2022 Form 4 Insider Report for CarLotz, Inc.

Reporting relationship: Chief Executive Officer, Director
Issuer ticker: N/A
Reported as of: 09 Dec 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 12 Dec 2022, 20:40:42 UTC
Prior SEC filing: 30 Nov 2022
Next SEC filing: 07 Mar 2023
Source filing: View source filing
Reporting owner signature: /s/ Lev Peker

Key filing fact

Lev Peker filed Form 4 for CarLotz, Inc. on 12 Dec 2022.

Key facts

This page summarizes Lev Peker's Form 4 filing for CarLotz, Inc..
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 12 Dec 2022, 20:40.

Change

Previous filing in this sequence was filed on 30 Nov 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

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

LOTZ transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -3,205,396
Change %: -100%
Price
Shares after: 0
Date: 09 Dec 2022
Ownership: Direct
Footnotes: F1, F2

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: -3,500,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 09 Dec 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 3,500,000
Exercise price
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Lev Peker is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 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

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.