SEC Form SC 13G/A filed by CarLotz Inc. (Amendment)
$LOTZ
Other Specialty Stores
Consumer Discretionary
| UNITED STATES | ||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||
| Washington, D.C. 20549 | ||||||||
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Amendment No. 1)*
| CARLOTZ, INC. | ||
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share | ||
(Title of Class of Securities)
| 1142552108 | ||
(CUSIP Number)
| December 31, 2021 | ||
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | ||||
☒ | Rule 13d-1(c) | ||||
| ☐ | Rule 13d-1(d) | ||||
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 1142552108 | |||||||||||||||||
| 1. | Names of Reporting Persons KAR Auction Services, Inc. | ||||||||||||||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||||||||||||
| (a) | ☐ | ||||||||||||||||
| (b) | ☐ | ||||||||||||||||
| 3. | SEC Use Only | ||||||||||||||||
| 4. | Citizenship or Place of Organization Delaware | ||||||||||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 500,000 | |||||||||||||||
| 6. | Shared Voting Power 3,293,242 | ||||||||||||||||
| 7. | Sole Dispositive Power 500,000 | ||||||||||||||||
| 8. | Shared Dispositive Power 3,293,242 | ||||||||||||||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,293,242 | ||||||||||||||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||||||||||||||||
| 11. | Percent of Class Represented by Amount in Row (9) 2.9% | ||||||||||||||||
| 12. | Type of Reporting Person (See Instructions) IA | ||||||||||||||||
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| Item 1. | |||||||||||
| (a) | Name of Issuer CarLotz Inc. | ||||||||||
| (b) | Address of Issuer’s Principal Executive Offices 611 Bainbridge Street, Suite 100 Richmond, Virginia 23224 | ||||||||||
| Item 2. | |||||||||||
| (a) | Name of Person Filing KAR Auction Services, Inc. Automotive Finance Corporation | ||||||||||
| (b) | Address of Principal Business Office or, if none, Residence 11299 N. Illinois Street, Carmel, Indiana 46032 | ||||||||||
| (c) | Citizenship KAR Auction Services, Inc. – Delaware Automotive Finance Corporation – Indiana | ||||||||||
| (d) | Title of Class of Securities Class A Common Stock, par value $0.0001 per share | ||||||||||
| (e) | CUSIP Number 1142552108 | ||||||||||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||||||||
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |||||||||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||||||||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||||||||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||||||||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |||||||||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |||||||||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |||||||||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||||||||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||||||||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | |||||||||
| (k) | ☐ | Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ | |||||||||
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| Item 4. | Ownership | ||||||||||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||||||||||
| (a) | Amount beneficially owned: Reflects 2,793,242 shares of the issuer’s common stock held by Automotive Finance Corporation and 500,000 shares of the issuer’s common stock held by KAR Auction Services, Inc. | ||||||||||
| (b) | Percent of class: 2.9% | ||||||||||
| (c) | Number of shares as to which the person has: | ||||||||||
| (i) | Sole power to vote or to direct the vote | ||||||||||
| (ii) | Shared power to vote or to direct the vote | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class | ||||||||||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒. | |||||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | ||||||||||
This Item 6 is not applicable. | |||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | ||||||||||
| This Item 7 is not applicable. | |||||||||||
| Item 8. | Identification and Classification of Members of the Group | ||||||||||
This Item 8 is not applicable. | |||||||||||
| Item 9. | Notice of Dissolution of Group | ||||||||||
| This Item 9 is not applicable. | |||||||||||
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| Item 10. | Certification | ||||
| By signing below the Reporting Person certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. | |||||
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2022 | |||||
| Date | |||||
KAR Auction Services, Inc. /s/ ERIC M. LOUGHMILLER | |||||
| Signature | |||||
| Eric M. Loughmiller / Executive Vice President & Chief Financial Officer | |||||
| Name/Title | |||||
| ATTENTION | ||||||||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||||||||
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