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