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