SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MYLOD ROBERT J JR

(Last)

(First)

(Middle)

C/O VROOM, INC.

1375 BROADWAY, FLOOR 11

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/08/2020

3. Issuer Name and Ticker or Trading Symbol
Vroom, Inc. [ VRM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	99,030⁽²⁾	D
Common Stock	101,936	I	By Annox Capital, LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series G Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	58,771	⁽³⁾	D
Series H Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	91,935	⁽³⁾	D
Stock Option	⁽⁴⁾	12/06/2026	Common Stock	125,000	$6.78	D
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	2,130	⁽³⁾	I	By Annox Capital, LLC⁽¹⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	84,251	⁽³⁾	I	By Annox Capital, LLC⁽¹⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	151,907	⁽³⁾	I	By Annox Capital, LLC⁽¹⁾
Series E Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	46,228	⁽³⁾	I	By Annox Capital, LLC⁽¹⁾
Series F Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	132,111	⁽³⁾	I	By Annox Capital, LLC⁽¹⁾
Series G Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	55,707	⁽³⁾	I	By Annox Capital, LLC⁽¹⁾

Explanation of Responses:

1. The Reporting Person is the managing member of Annox Capital, LLC and as a result may be deemed to beneficially own the securities held of record by Annox Capital, LLC. The Reporting Person disclaims such beneficial except to the extent of his pecuniary interest therein, if any.

2. Represents 33,335 restricted stock units, 16,665 of which will vest on March 25, 2021 and the remaining 16,670 will vest on March 25, 2022. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer.

3. Each share of the Issuer's preferred stock is convertible on a one-to-one basis into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

4. The option is fully vested and exercisable.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Alison Klein, Attorney-in-Fact for Robert J. Mylod	06/08/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.