CarLotz (LOTZ) director Carrel returned to the company 21,799,776 shares

Insider transactions reported

Steven G Carrel (director at CarLotz Inc., LOTZ) reported that they returned to the company 21,799,776 shares on Dec 9, 2022. After these transactions the filing shows 0 shares held indirectly (See footnote).

Reporting person

Carrel Steven G

Options and other derivatives

Holdings before and after

• Class A Common Stock: 21,799,776 to 0 indirect, See footnote
• Restricted Stock Units: 435,330 to 0 indirect, See footnote

Footnotes from the filing

1. 1. 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 ).
2. 2. (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.
3. 3. The Reporting Person is a Managing Director of TRP Capital Partners, LP ( TRP ). The Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that the Reporting Person is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), or that, for purposes of Section 16 of the Exchange Act or otherwise, the Reporting Person is the beneficial owner of any securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
4. 4. 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.
5. 5. 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.
6. 6. Each of the Reporting Person and David R. Mitchell has an understanding with TRP pursuant to which he holds such RSUs for the benefit of TRP.

Transaction codes in this filing

Sale back to the company:

Code D marks a disposition back to the company under an exempt plan, as opposed to a sale in the market.

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