0001104659-25-059073.txt : 20250612 0001104659-25-059073.hdr.sgml : 20250612 20250612212703 ACCESSION NUMBER: 0001104659-25-059073 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20250610 FILED AS OF DATE: 20250612 DATE AS OF CHANGE: 20250612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Jason CENTRAL INDEX KEY: 0001367262 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39315 FILM NUMBER: 251044597 MAIL ADDRESS: STREET 1: C/O MUDRICK CAPITAL MANAGEMENT, L.P. STREET 2: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Distressed Opportunity SIF Master Fund, L.P. CENTRAL INDEX KEY: 0001875540 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39315 FILM NUMBER: 251044594 BUSINESS ADDRESS: STREET 1: C/O MUDRICK CAPITAL MANAGEMENT, L.P. STREET 2: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747-9500 MAIL ADDRESS: STREET 1: C/O MUDRICK CAPITAL MANAGEMENT, L.P. STREET 2: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Capital Management, L.P. CENTRAL INDEX KEY: 0001655183 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39315 FILM NUMBER: 251044599 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747 9500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Capital Management LLC CENTRAL INDEX KEY: 0001730922 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39315 FILM NUMBER: 251044598 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 6467479500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Distressed Opportunity Drawdown Fund III GP, LLC CENTRAL INDEX KEY: 0002051254 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39315 FILM NUMBER: 251044595 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747-9500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pietroforte Matthew CENTRAL INDEX KEY: 0001926971 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39315 FILM NUMBER: 251044592 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Distressed Opportunity SIF GP, LLC CENTRAL INDEX KEY: 0001959041 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39315 FILM NUMBER: 251044593 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747-9500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Distressed Opportunity Drawdown Fund III, L.P. CENTRAL INDEX KEY: 0002024855 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39315 FILM NUMBER: 251044596 BUSINESS ADDRESS: STREET 1: C/O MUDRICK CAPITAL MANAGEMENT, L.P. STREET 2: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747-9500 MAIL ADDRESS: STREET 1: C/O MUDRICK CAPITAL MANAGEMENT, L.P. STREET 2: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vroom, Inc. CENTRAL INDEX KEY: 0001580864 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] ORGANIZATION NAME: 07 Trade & Services EIN: 901112566 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3600 W SAM HOUSTON PKWY S, FLOOR 4 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 646-979-4746 MAIL ADDRESS: STREET 1: 3600 W SAM HOUSTON PKWY S, FLOOR 4 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: AutoAmerica, Inc. DATE OF NAME CHANGE: 20130705 4 1 tm2517860-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2025-06-10 0 0001580864 Vroom, Inc. VRM 0001655183 Mudrick Capital Management, L.P. 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001730922 Mudrick Capital Management LLC 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001367262 Mudrick Jason 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0002024855 Mudrick Distressed Opportunity Drawdown Fund III, L.P. 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0002051254 Mudrick Distressed Opportunity Drawdown Fund III GP, LLC 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001875540 Mudrick Distressed Opportunity SIF Master Fund, L.P. 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001959041 Mudrick Distressed Opportunity SIF GP, LLC 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001926971 Pietroforte Matthew 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 1 0 0 0 0 Common Stock 2025-06-10 4 P 0 13 28.00 A 3963602 I See Notes Common Stock 2025-06-11 4 P 0 3649 27.999 A 3967251 I See Notes Common Stock 2025-06-12 4 A 0 3796 0.00 A 9186 I See Notes This statement is being filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("MCM"), Mudrick Capital Management, LLC ("MCM GP"), Jason Mudrick, Mudrick Distressed Opportunity Drawdown Fund III, L.P. ("Drawdown III"), Mudrick Distressed Opportunity Drawdown Fund III GP, LLC ("Drawdown III GP"), Mudrick Distressed Opportunity SIF Master Fund, L.P. ("SIF"), Mudrick Distressed Opportunity SIF GP, LLC ("SIF GP") and Matthew Pietroforte. Represents shares of Common Stock purchased as follows: 1 by Drawdown III; 2 by SIF; 10 by certain accounts managed by MCM. The shares of Common Stock were purchased in multiple transactions at a price of $28.00. The Reporting Persons undertake to provide to the Issuer, any security holder, and the SEC, as applicable, full information regarding the number of shares purchased and each price within the range upon request. Represents shares of Common Stock purchased as follows: 240 by Drawdown III; 480 by SIF; 2,929 by certain accounts managed by MCM. The shares of Common Stock were purchased in multiple transactions at prices ranging from $27.90 to $28.00. The Reporting Persons undertake to provide to the Issuer, any security holder, and the SEC, as applicable, full information regarding the number of shares purchased and each price within the range upon request. Represents shares of Common Stock directly held as follows: 1,058,822 by Mudrick Distressed Opportunity Fund Global, L.P.; 725,385 by Mudrick Distressed Opportunity Drawdown Fund II, L.P.; 67,695 by Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.; 44,746 by Drawdown III; 200,657 by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.; 182,936 by SIF; and 1,687,010 by certain accounts managed by MCM. Represents restricted stock unit ("RSUs") awards granted to Matthew Pietroforte, who is a member of the Issuer's board of directors and a Managing Director and Senior Analyst at MCM, under the Issuer's 2020 Incentive Award Plan (as amended, the "Plan"), of which 3,796 will 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) June 12, 2026, subject to Mr. Pietroforte's continuing in service on the Board through the vesting date, 3,820 will vest in three equal installments on the first, second and third anniversary of the date Mr. Pietroforte joined the Board, in each case, subject to the terms of the Plan. Mr. Pietroforte has assigned all rights, title and interest in the RSUs (including the shares of Common Stock thereunder) granted to him to Mudrick Capital Management, L.P. Mudrick GP is the general partner of Global LP and may be deemed to beneficially own the number of securities of the Issuer directly held by Global LP. Drawdown II GP is the general partner of Drawdown II and Drawdown II SC and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown II and Drawdown II SC. Drawdown III GP is the general partner of Drawdown III and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown III. DISL GP is the general partner of DISL and may be deemed to beneficially own the number of securities of the Issuer held by DISL. SIF GP is the general partner of SIF and may be deemed to beneficially own the securities of the Issuer directly held by SIF. MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP, Drawdown III GP, MCM GP, DISL GP and SIF GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the securities held directly by Global LP, Drawdown II, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM. The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities of the Issuer in excess of their respective pecuniary interests. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Exhibit List: Joint Filer Information. This filing shall not be deemed an admission that any of the Reporting Persons is subject to Section 16 of the Exchange Act. Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. This Form 4 is filed by Designated Filer, Mudrick Capital Management, L.P. See Exhibit 99.1** 2025-06-12 EX-99.1 2 tm2517860d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Joint Filer Information

Name of Joint Filer:	Mudrick Capital Management, L.P.

Address of Joint Filer:	527 Madison Avenue
	6th Floor
	New York, NY 10022

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

Date of Earliest Transaction:	June 10, 2025

If Amendment, Date Original Filed (Month/Day/Year):

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Capital Management, L.P.

By:	Mudrick Capital Management, LLC, its general partner

By:	/s/ Jason Mudrick
Name:	Jason Mudrick
Title:	Sole Member
Date:	June 12, 2025

Joint Filer Information

Name of Joint Filer:	Mudrick Capital Management, LLC

Address of Joint Filer:	527 Madison Avenue
	6th Floor
	New York, NY 10022

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

Date of Earliest Transaction:	June 10, 2025

If Amendment, Date Original Filed (Month/Day/Year):

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Capital Management, LLC

By:	/s/ Jason Mudrick
Name:	Jason Mudrick
Title:	Sole Member
Date:	June 12, 2025

Joint Filer Information

Name of Joint Filer:	Jason Mudrick

Address of Joint Filer:	527 Madison Avenue
	6th Floor
	New York, NY 10022

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

Date of Earliest Transaction:	June 10, 2025

If Amendment, Date Original Filed (Month/Day/Year):

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

/s/ Jason Mudrick
Jason Mudrick
June 12, 2025

Joint Filer Information

Name of Joint Filer:	Mudrick Distressed Opportunity Drawdown Fund III, L.P.

Address of Joint Filer:	527 Madison Avenue
	6th Floor
	New York, NY 10022

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

Date of Earliest Transaction:	June 10, 2025

If Amendment, Date Original Filed (Month/Day/Year):

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Distressed Opportunity Drawdown Fund III, L.P.

By:	/s/ Jason Mudrick
Name:	Jason Mudrick
Title:	Sole Member
Date:	June 12, 2025

Joint Filer Information

Name of Joint Filer:	Mudrick Distressed Opportunity Drawdown Fund III GP, LLC

Address of Joint Filer:	527 Madison Avenue
	6th Floor
	New York, NY 10022

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

Date of Earliest Transaction:	June 10, 2025

If Amendment, Date Original Filed (Month/Day/Year):

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Distressed Opportunity Drawdown Fund III, GP, LLC

By:	/s/ Jason Mudrick
Name:	Jason Mudrick
Title:	Sole Member
Date:	June 12, 2025

Joint Filer Information

Name of Joint Filer:	Mudrick Distressed Opportunity SIF Master Fund, L.P.

Address of Joint Filer:	527 Madison Avenue
	6th Floor
	New York, NY 10022

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

Date of Earliest Transaction:	June 10, 2025

If Amendment, Date Original Filed (Month/Day/Year):

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Distressed Opportunity SIF Master Fund, L.P.

By: Mudrick Distressed Opportunity SIF GP, LLC, its general partner

By:	/s/ Jason Mudrick
Name:	Jason Mudrick
Title:	Sole Member
Date:	June 12, 2025

Joint Filer Information

Name of Joint Filer:	Mudrick Distressed Opportunity SIF GP, LLC

Address of Joint Filer:	527 Madison Avenue
	6th Floor
	New York, NY 10022

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

Date of Earliest Transaction:	June 10, 2025

If Amendment, Date Original Filed (Month/Day/Year):

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Distressed Opportunity SIF GP, LLC.

By:	/s/ Jason Mudrick
Name:	Jason Mudrick
Title:	Sole Member
Date:	June 12, 2025

Joint Filer Information

Name of Joint Filer:	Matthew Pietroforte

Address of Joint Filer:	527 Madison Avenue
	6th Floor
	New York, NY 10022

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

Date of Earliest Transaction:	June 12, 2025

If Amendment, Date Original Filed (Month/Day/Year):

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

By:	/s/ Matthew Pietroforte
Name:	Matthew Pietroforte
Date:	June 12, 2025