4//SEC Filing
Aizpuru Luis Igancio Solorzano 4
Accession 0001104659-21-007208
CIK 0001759008other
Filed
Jan 24, 7:00 PM ET
Accepted
Jan 25, 4:36 PM ET
Size
27.2 KB
Accession
0001104659-21-007208
Insider Transaction Report
Form 4
CarLotz, Inc.LOTZ
Aizpuru Luis Igancio Solorzano
DirectorChief Executive Officer10% Owner
Transactions
- Exercise/Conversion
Class B Common Stock
2021-01-21+3,819,665→ 0 total(indirect: See Footnote)→ Class A Common Stock (3,819,665 underlying) - Exercise/Conversion
Class A Common Stock
2021-01-21+3,819,665→ 7,889,544 total(indirect: See Footnote) - Exercise/Conversion
Class A Common Stock
2021-01-21+3,819,665→ 4,069,879 total(indirect: See Footnote) - Award
Private Placement Warrants
2021-01-21$1.50/sh+6,074,310$9,111,465→ 6,074,310 total(indirect: See Footnote)Exercise: $11.50From: 2021-02-20Exp: 2026-01-21→ Class A Common Stock (6,074,310 underlying) - Award
Class A Common Stock
2021-01-21$10.00/sh+250,214$2,502,140→ 250,214 total(indirect: See Footnote) - Exercise/Conversion
Class B Common Stock
2021-01-21+3,819,665→ 3,819,665 total(indirect: See Footnote)→ Class A Common Stock (3,819,665 underlying)
Footnotes (5)
- [F1]Represents shares acquired by Acamar Partners Sponsor I LLC ("Acamar Sponsor") pursuant to a subscription agreement by and between Acamar Sponsor and the Issuer.
- [F2]Represents securities held by Acamar Sponsor. Mr. Solorzano is a managing member of Acamar Sponsor and shares the voting and dispositive power of the securities held by the 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.
- [F3]On January 21, 2021, the Issuer acquired CarLotz, Inc. ("CarLotz") by the merger (the "Merger") of Acamar Partners Sub, Inc., a wholly-owned subsidiary of the Issuer, with and into CarLotz, with CarLotz surviving as a wholly-owned subsidiary of the Issuer. As a result of the Merger, each of the Issuer's outstanding shares of Class B Common Stock converted automatically into one share of Class A Common Stock.
- [F4]Shares subject to a lockup. 50% of these shares will be released from lockup if the closing trading price of the Class A Common Stock has been greater than $12.50 over any 20 trading days within any 30-trading day period commencing 150 days after the closing of the Merger within 5 years of the closing and the other 50% will be released if the closing price of the Class A Common Stock has been greater than $15.00 over any 20 trading days within any 30-trading day period over the same period. All of the shares will be released from lockup if there is a change of control with a price per share at or above $10 per share prior to 5 years from closing. If the foregoing conditions are not met, the remaining shares will be forfeited on the fifth anniversary of the closing.
- [F5]6,000,000 Private Placement Warrants were purchased by Acamar Sponsor on February 26, 2019 and 74,310 Private Placement Warrants were purchased by Acamar Sponsor on April 9, 2019. Each Private Placement Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The Private Placement Warrants may be exercised only during the period commencing 30 days after the closing of the Merger expiring five years after the completion of the Merger or earlier upon redemption or liquidation.
Issuer
CarLotz, Inc.
CIK 0001759008
Entity typeother
Related Parties
1- filerCIK 0001763618
Filing Metadata
- Form type
- 4
- Filed
- Jan 24, 7:00 PM ET
- Accepted
- Jan 25, 4:36 PM ET
- Size
- 27.2 KB