SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TRP Capital Partners, LP

(Last)

(First)

(Middle)

380 N. OLD WOODWARD AVE.,

SUITE 205

(Street)

BIRMINGHAM

48009

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CarLotz, Inc. [ LOTZ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/09/2022		M⁽¹⁾⁽²⁾⁽³⁾		435,330	A	⁽¹⁾	495,428	I	See Footnote⁽²⁾⁽³⁾
Class A Common Stock	12/09/2022		D⁽⁴⁾		495,428	D	⁽⁴⁾⁽⁵⁾	0	I	See Footnote⁽⁴⁾⁽⁵⁾
Class A Common Stock	12/09/2022		D⁽⁵⁾		21,739,678	D	⁽⁵⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	12/09/2022		M			435,330	⁽²⁾	⁽²⁾	Class A Common Stock	435,330	⁽²⁾	0	I	See Footnote⁽²⁾

Explanation of Responses:

1. On December 9, 2022, pursuant to the Agreement and Plan of Merger, dated August 9, 2022 (the "Merger Agreement"), among Shift Technologies, Inc. ("Shift"), Shift Remarketing Operations, Inc. (Merger Sub") and CarLotz, Inc. (the "Issuer"), Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Shift (the "Merger").

2. Pursuant to the Merger Agreement, at the effective time of the Merger, each restricted stock unit became vested, and was cancelled and converted into the right to receive 0.705241 shares of Shift common stock.

3. These Restricted Stock Units were granted pursuant to the Issuer's 2020 Incentive Award Plan, consisting of 217,665 Restricted Stock Units granted to David R. Mitchell and 217,665 Restricted Stock Units granted to Steven G. Carrel, each a Managing Director of the Reporting Person, in their capacity as directors of the Issuer. Each of David R. Mitchell and Steven G. Carrel has an understanding with the Reporting Person pursuant to which he holds such Restricted Stock Units for the benefit of the Reporting Person.

4. These shares consist of 247,714 shares held directly by David R. Mitchell and 247,714 shares held directly by Steven G. Carrel, each a Managing Director of the Reporting Person, in their capacity as directors of the Issuer. Each of David R. Mitchell and Steven G. Carrel has an understanding with the Reporting Person pursuant to which he holds such shares for the benefit of the Reporting Person.

5. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Issuer Class A common stock issued and outstanding immediately prior to the effective time of the Merger was converted into 0.705241 shares of Shift common stock.

	/s/ David R. Mitchell, Managing Director	12/12/2022
	** 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 4 (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).
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