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^*

Valkin Adam

(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	584,934	I	See Footnote⁽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 B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	37,866	⁽²⁾	I	See Footnote⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	800,382	⁽²⁾	I	See Footnote⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	759,533	⁽²⁾	I	See Footnote⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	511,595	⁽²⁾	I	See Footnote⁽¹⁾
Series F Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	146,562	⁽²⁾	I	See Footnote⁽¹⁾
Series G Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	111,415	⁽²⁾	I	See Footnote⁽¹⁾
Series H Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	73,548	⁽²⁾	I	See Footnote⁽¹⁾

Explanation of Responses:

1. The shares are held by General Catalyst Group VII, L.P. ("GCG VII"). General Catalyst GP VII, LLC ("GCGP VII") is the general partner of General Catalyst Partners VII, L.P. ("GCP VII"), which is the general partner of GCG VII. General Catalyst Group Management Holdings, L.P. ("GCGMH") is the manager of General Catalyst Group Management, LLC ("GCGM"), which is the manager of GCGP VII. As the Managing Members of General Catalyst Group Management Holdings GP, LLC, the general partner of GCGMH, Kenneth Chenault, Joel Cutler, David Fialkow and Hement Taneja (collectively, the "Managing Members"), share voting and dispositive power with respect to the shares held by GCG VII. Each of the Managing Members, Adam Valkin, the general partner of GCGMH, GCGMH, GCGM, GCGP VII and GCP VII may be deemed to beneficially own such shares but each disclaims beneficial ownership of such shares except to the extent of such person's or entity's pecuniary interest in such securities.

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

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Alison Klein, Attorney-in-Fact for Adam Valkin	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).
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