Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Stoltz Thomas W
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2. Issuer Name and Ticker or Trading Symbol
CarLotz, Inc. [LOTZ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Financial Officer /
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(Last)
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(First)
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(Middle)
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C/O CARLOTZ, INC. , 611 BAINBRIDGE STREET, SUITE 100
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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RICHMOND
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VA
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23224
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Stoltz Thomas W
C/O CARLOTZ, INC.
611 BAINBRIDGE STREET, SUITE 100
RICHMOND, VA23224
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Chief Financial Officer
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Signatures
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/s/ Rebecca C. Polak as attorney-infact for Mr. Stoltz Rebecca C. Polak
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2021-12-02
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis. The restricted stock units vested in Class A common stock on November 30, 2021.
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(2)
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Shares withheld by the Company to satisfy tax withholding requirements.
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(3)
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These options are service options that vest based on the passage of time and the reporting person's continued service with the Company. 126,541 of these options are currently exercisable and the remaining 379,626 become exercisable in three equal annual installments beginning on November 30, 2022.
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(4)
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Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.
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(5)
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These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in Class A common stock as follows: one-fourth of these restricted stock units vested on November 30, 2021, one-fourth of these restricted stock units vest on November 30, 2022, one-fourth of these restricted stock units vest on November 30, 2023 and one-fourth of these restricted stock units vest on November 30, 2024, assuming continued employment through the applicable vesting date.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
