Key facts
- This page summarizes James E. Skinner's Form 4 filing for CarLotz, Inc..
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 12 Dec 2022, 20:37.
James E. Skinner - 09 Dec 2022 Form 4 Insider Report for CarLotz, Inc.
- Reporting relationship
- Director
- Issuer ticker
- N/A
- Reported as of
- 09 Dec 2022
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 12 Dec 2022, 20:37:31 UTC
- Prior SEC filing
- 06 Jun 2022
- Next SEC filing
- 21 Apr 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ James E. Skinner
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
James E. Skinner filed Form 4 for CarLotz, Inc. on 12 Dec 2022.
Change
- Previous filing in this sequence was filed on 06 Jun 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 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
- -40,049
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 09 Dec 2022
- Ownership
- Direct
- Footnotes
- F1, F2, F3
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
- -217,665
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 09 Dec 2022
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 217,665
- Exercise price
- Footnotes
- F4, F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
James E. Skinner 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
The Reporting Person has an indirect pecuniary interest in shares of CarLotz Common Stock through its membership of Acamar Partners Sponsor I LLC, over which the Reporting Person does not have voting or dispositive control.
Footnote F4
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 F5
These restricted stock units vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of stockholders following the date of grant and (ii) the first anniversary of the date of grant.