0001104659-21-007774.txt : 20210126 0001104659-21-007774.hdr.sgml : 20210126 20210126184736 ACCESSION NUMBER: 0001104659-21-007774 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210121 FILED AS OF DATE: 20210126 DATE AS OF CHANGE: 20210126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sanders Elizabeth CENTRAL INDEX KEY: 0001842548 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38818 FILM NUMBER: 21555859 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 tm214036-7_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-01-21 0 0001759008 CarLotz, Inc. LOTZ 0001842548 Sanders Elizabeth C/O CARLOTZ, INC. 611 BAINBRIDGE STREET, SUITE 100 RICHMOND VA 23224 0 1 0 0 Chief Administrative Officer Stock Option (right to buy) 0.64 2021-01-21 4 A 0 10193 A 2022-08-31 Class A Common Stock 10193 10193 D Stock Option (right to buy) 0.92 2021-01-21 4 A 0 407709 A 2029-11-01 Class A Common Stock 407709 407709 D Stock Option (right to buy) 11.35 2021-01-21 4 A 0 8014 0 A 2031-01-21 Class A Common Stock 8014 8014 D Restricted Stock Units 2021-01-21 4 A 0 41888 A 2026-01-21 Class A Common Stock 41888 41888 D Restricted Stock Units 2021-01-21 4 A 0 5507 0 A Class A Common Stock 5507 5507 D These options are fully vested and exercisable. These options were received exchange for options to purchase 1,000 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"). These options were received in the Merger in exchange for options to purchase 4,000 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. Each Restricted Stock Unit represents a contingent right to receive one share of Class A Common Stock. These Restricted Stock Units were received in the Merger in exchange for options to purchase 41,000 shares of Former CarLotz 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 Ms. Sanders Rebecca C. Polak 2021-01-26