FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TRP Capital Partners, LP
  2. Issuer Name and Ticker or Trading Symbol
CarLotz, Inc. [LOTZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
380 N. OLD WOODWARD AVE.,, SUITE 205
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2022
(Street)

BIRMINGHAM, MI 48009
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 06/02/2022   M   49,540 A $ 0 (1) 60,098 I See Footnote (2)
Class A Common Stock               21,739,678 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 06/02/2022   M     49,540   (2)   (2) Class A Common Stock 49,540 $ 0 0 I See Footnote (2)
Restricted Stock Units (3) 06/02/2022   A   435,330     (4)   (4) Class A Common Stock 435,330 $ 0 435,330 I See Footnote (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TRP Capital Partners, LP
380 N. OLD WOODWARD AVE.,
SUITE 205
BIRMINGHAM, MI 48009
    X    

Signatures

 /s/ David R. Mitchell, Managing Director   08/16/2022
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares of Class A common stock reflect the settlement of Restricted Stock Units of the Issuer on June 2, 2022. Each Restricted Stock Unit is convertible into a share of Class A common stock on a 1-for-1 basis.
(2) These Restricted Stock Units were granted pursuant to the Issuer's 2020 Incentive Award Plan, consisting of 24,770 Restricted Stock Units granted to David R. Mitchell and 24,770 Restricted Stock Units granted to Steven G. Carrel, each a Managing Director of the Reporting Person, in their capacity as directors of the Issuer. Each of David R. Mitchell and Steven G. Carrel has an understanding with the Reporting Person pursuant to which he holds such shares for the benefit of the Reporting Person.
(3) Each Restricted Stock Unit represents a contingent right to receive one share of Class A Common Stock.
(4) These Restricted Stock Units were granted pursuant to the Issuer's 2020 Incentive Award Plan, consisting of 217,665 Restricted Stock Units granted to David R. Mitchell and 217,665 Restricted Stock Units granted to Steven G. Carrel, each a Managing Director of the Reporting Person, in their capacity as directors of the Issuer. 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. Each of David R. Mitchell and Steven G. Carrel has an understanding with TRP pursuant to which he holds such Restricted Stock Units for the benefit of the Reporting Person.

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