0001104659-21-007191.txt : 20210125
0001104659-21-007191.hdr.sgml : 20210125
20210125162739
ACCESSION NUMBER: 0001104659-21-007191
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210121
FILED AS OF DATE: 20210125
DATE AS OF CHANGE: 20210125
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bor Michael W
CENTRAL INDEX KEY: 0001842000
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38818
FILM NUMBER: 21549901
MAIL ADDRESS:
STREET 1: 611 BAINBRIDGE STREET, SUITE 100
STREET 2: C/O CARLOTZ, INC.
CITY: RICHMOND
STATE: VA
ZIP: 23224
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
tm214036-19_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-01-21
0
0001759008
CarLotz, Inc.
LOTZ
0001842000
Bor Michael W
C/O CARLOTZ, INC.
611 BAINBRIDGE STREET, SUITE 100
RICHMOND
VA
23224
1
1
1
0
CEO and Chairman
Class A Common Stock
2021-01-21
4
A
0
8136045
A
8302045
D
Class A Common Stock
2021-01-21
4
A
0
952593
A
952593
I
Held by Bor Family Trust
Class A Common Stock
2021-01-21
4
A
0
952593
A
952593
I
Held by Bor Grantor Retained Annuity Trust
Earnout Rights
2021-01-21
4
A
0
897341
A
2026-01-21
Class A Common Stock
897341
897341
D
Stock Option (right to buy)
0.64
2021-01-21
4
A
0
254818
A
2022-08-31
Class A Common Stock
254818
254818
D
Stock Option (right to buy)
0.92
2021-01-21
4
A
0
613480
A
2028-04-23
Class A Common Stock
613480
613480
D
Stock Option (right to buy)
0.92
2021-01-21
4
A
0
509637
A
2030-02-04
Class A Common Stock
509637
509637
D
Stock Option (right to buy)
11.35
2021-01-21
4
A
0
128218
0
A
2031-01-21
Class A Common Stock
128218
128218
D
Restricted Stock Units
2021-01-21
4
A
0
138800
A
2026-01-21
Class A Common Stock
138800
138800
D
Restricted Stock Units
2021-01-21
4
A
0
88106
0
A
Class A Common Stock
88106
88106
D
Earnout Rights
2021-01-21
4
A
0
105064
A
2026-01-21
Class A Common Stock
105064
105064
I
Held by Bor Family Trust
Earnout Rights
2021-01-21
4
A
0
105064
A
2026-01-21
Class A Common Stock
105064
105064
I
Held by Bor Grantor Retained Annuity Trust
Received in exchange for 798,220 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").
Received in exchange for 93,458 shares of Former CarLotz common stock pursuant to the Merger Agreement.
Received in exchange for 93,458 shares of Former CarLotz common stock pursuant to the Merger Agreement.
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.
These options are fully vested and exercisable.
These options were received in the Merger in exchange for options to purchase 25,000 shares of Former CarLotz common stock.
These options were received in the Merger in exchange for options to purchase 60,188 shares of Former CarLotz common stock.
These options were received in the Merger in exchange for options to purchase 50,000 shares of Former CarLotz common stock.
These options vest in four equal annual installments beginning January 21, 2021.
Reflects Restricted Stock Units acquired pursuant to the Merger Agreement. Pursuant to earnout provisions in the Merger Agreement, the Restricted Stock Units will vest 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 vest 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 vest 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.
These Restricted Stock Units were received in the Merger in exchange for options to purchase 135,188 shares of Former CarLotz common stock.
Each Restricted Stock Unit represents a contingent right to receive one share of Class A Common Stock.
These Restricted Stock Units vest in four equal annual installments beginning January 21, 2021.
/s/ Rebecca C. Polak as attorney-in-fact for Mr. Bor Rebecca C. Polak
2021-01-25