0001104659-21-010299.txt : 20210201
0001104659-21-010299.hdr.sgml : 20210201
20210201171425
ACCESSION NUMBER: 0001104659-21-010299
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210121
FILED AS OF DATE: 20210201
DATE AS OF CHANGE: 20210201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TRP Capital Partners, LP
CENTRAL INDEX KEY: 0001650095
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38818
FILM NUMBER: 21577750
BUSINESS ADDRESS:
STREET 1: 380 N. OLD WOODWARD AVE.
STREET 2: SUITE 205
CITY: BIRMINGHAM
STATE: MI
ZIP: 48009
BUSINESS PHONE: (248) 648-2101
MAIL ADDRESS:
STREET 1: 380 N. OLD WOODWARD AVE.
STREET 2: SUITE 205
CITY: BIRMINGHAM
STATE: MI
ZIP: 48009
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CarLotz, Inc.
CENTRAL INDEX KEY: 0001759008
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500]
IRS NUMBER: 832456129
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 611 BAINBRIDGE STREET
STREET 2: SUITE 100
CITY: RICHMOND
STATE: VA
ZIP: 23224
BUSINESS PHONE: (804) 728-3833
MAIL ADDRESS:
STREET 1: 611 BAINBRIDGE STREET
STREET 2: SUITE 100
CITY: RICHMOND
STATE: VA
ZIP: 23224
FORMER COMPANY:
FORMER CONFORMED NAME: Acamar Partners Acquisition Corp.
DATE OF NAME CHANGE: 20181114
3
1
tm214036d25_3.xml
OWNERSHIP DOCUMENT
X0206
3
2021-01-21
0
0001759008
CarLotz, Inc.
LOTZ
0001650095
TRP Capital Partners, LP
380 N. OLD WOODWARD AVE.,
SUITE 205
BIRMINGHAM
MI
48009
0
0
1
0
Class A Common Stock
20739678
D
Class A Common Stock
1000000
D
Earnout Rights
2026-01-21
Class A Common Stock
2287420
D
Received in exchange for 2,034,751 shares of common stock of CarLotz Group, Inc. (f/k/a CarLotz, Inc. ("Former CarLotz"), pursuant to an Agreement and Plan of Merger, dated as of October 21, 2020 (as amended by Amendment No. 1, dated December 16, 2020, the "Merger Agreement"), by and among Former CarLotz, Acamar Partners Acquisition Corp. ("Acamar Partners") and Acamar Partners Sub, Inc. ("Merger Sub"). Merger Sub merged (the "Merger") with and into Former CarLotz, with Former CarLotz surviving the merger as a wholly owned subsidiary of Acamar Partners (which subsequently changed its name to "CarLotz, Inc..", the "Issuer").
Reflects Earnout Rights acquired pursuant to the Merger Agreement. Pursuant to earnout provisions in the Merger Agreement, the Reporting Person is entitled to receive such shares of Class A Common Stock if, from the closing of the Merger until the fifth anniversary thereof, the closing share price of the Class A Common Stock exceeds the following thresholds. One-half will be issued if the closing share price of the Class A Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period and one-half will be issued if the closing share price of the Class A Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period.
TRP Capital Partners, L.P. By: /s/ David R. Mitchell Name: David R. Mitchell Title: Managing Director
2021-02-01