0001213900-22-079259.txt : 20221212 0001213900-22-079259.hdr.sgml : 20221212 20221212214201 ACCESSION NUMBER: 0001213900-22-079259 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: Aizpuru Luis Igancio Solorzano CENTRAL INDEX KEY: 0001763618 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38818 FILM NUMBER: 221458425 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS 11TH FL CITY: NEW YORK STATE: NY ZIP: 10105 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 ownership.xml X0306 4 2022-12-09 1 0001759008 CarLotz, Inc. LOTZ 0001763618 Aizpuru Luis Igancio Solorzano C/O CARLOTZ, INC. 3301 W. MOORE STREET RICHMOND, VA 23230 1 0 0 0 Class A Common Stock 2022-12-09 4 D 0 1137254 D 0 D Class A Common Stock 2022-12-09 4 D 0 3819665 D 0 I See footnote Restricted Stock Units 2022-12-09 4 D 0 217665 0 D Class A Common Stock 217665 0 D Private Placement Warrants 11.5 2022-12-09 4 D 0 1266884 D 2021-02-20 2026-01-21 Class A Common Stock 1266884 0 I See footnote Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated as of August 9, 2022 (the "Merger Agreement"), by and among the Issuer, Shift Technologies, Inc. ("Shift") and Shift Remarketing Operations, Inc. ("Merger Sub"), pursuant to which, on December 9, 2022 (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Shift (the "Merger"). (Continued from Footnote 1) In accordance with the terms of the Merger Agreement, at the Effective Time of the Merger, each issued and outstanding share of Class A Common Stock of the Issuer (other than shares of Issuer Common Stock held in treasury by the Issuer and not on behalf of a third party) (the "CarLotz Common Stock") was converted automatically into the right to receive 0.705241 (the "Exchange Ratio") of a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock of Shift (the "Shift Common Stock"), rounded up to the nearest whole share for any fractional share of Shift Common Stock that would be issued to any holder of CarLotz Common Stock after aggregating all fractional shares of Shift Common Stock that would otherwise be received by such holder resulting from the calculation. Represents securities held by Acamar Partners Sponsor I LLC ("Acamar Sponsor"). Mr. Solorzano is a managing member of Acamar Sponsor and shares the voting and dispositive power of the securities held by Acamar Sponsor. Accordingly, Mr. Solorzano may be deemed to have or share beneficial ownership of such securities, Mr. Solorzano disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. At the Effective Time, each time-based restricted stock unit (excluding Company Earnout Acquiror RSUs (as defined in the Merger Agreement)) ("RSU") that was outstanding immediately prior to the Effective Time and to the extent vested at the Effective Time pursuant to its terms, was cancelled and converted into the right to receive a number of shares of Shift Common Stock equal to the product of (i) the number of vested whole shares of CarLotz Common Stock subject to such award immediately prior to the Effective Time and (ii) the Exchange Ratio, less applicable tax withholding. Each other RSU was assumed by Shift and converted into an equivalent RSU denominated in Shift Common Stock representing the right to receive a number of shares of Shift Common Stock equal to the product of (i) the number of vested whole shares of CarLotz Common Stock subject to such award immediately prior to the Effective Time and (ii) the Exchange Ratio. These restricted stock units vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of stockholders following the date of grant and (ii) the first anniversary of the date of grant. At the Effective Time, each outstanding CarLotz warrant was assumed by Shift and converted into an equivalent warrant denominated in Shift Common Stock, with appropriate adjustments to the warrant shares and exercise price to reflect the Exchange Ratio. /s/ Luis Ignacio Solorzano Aizpuru 2022-12-12