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