0001104659-22-126271.txt : 20221212 0001104659-22-126271.hdr.sgml : 20221212 20221212161009 ACCESSION NUMBER: 0001104659-22-126271 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221209 FILED AS OF DATE: 20221212 DATE AS OF CHANGE: 20221212 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38818 FILM NUMBER: 221457221 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 4 1 tm2232436-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-12-09 1 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 2022-12-09 4 M 0 435330 A 495428 I See Footnote Class A Common Stock 2022-12-09 4 D 0 495428 D 0 I See Footnote Class A Common Stock 2022-12-09 4 D 0 21739678 D 0 D Restricted Stock Units 2022-12-09 4 M 0 435330 D Class A Common Stock 435330 0 I See Footnote 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"). 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. 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. 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. 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 2022-12-12