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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | (4) | (4) | Class A Common Stock | 1,100,000 | 1,100,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kaya Ozan C/O CARLOTZ, INC. 3301 W. MOORE STREET RICHMOND, VA 23230 |
President | |||
| /s/ Ozan Kaya | 11/28/2022 | |
| **Signature of Reporting Person | Date |
| * | 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) | The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 instruction solely with the intent to cover withholding taxes in connection with the settlement of restricted stock. |
| (2) | The reported transaction involved the sale of 129,969 shares of restricted stock upon the accelerated vesting of 275,000 shares of restricted stock to cover withholding taxes in connection with the settlement of restricted stock. The total reported in Column 5 includes 970,031 shares of restricted stock that resulted from the amendment of 1,100,000 restricted stock units previously reported on Table II of Form 4 by the Reporting Person. As such, there are no new or incremental awards being made the Reporting Person. |
| (3) | Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis. |
| (4) | These restricted stock units will vest if the following provisions are met: (i) one-third of the shares will vest on the first day the Issuer's stock achieves a 20-trading day volume-weighted average price of $4.00; (ii) one-third of the shares will vest on the first day the Issuer's stock achieves a 20-trading day volume-weighted average price of $8.00; and (iii) one-third of the shares will vest on the first day the Issuer's stock achieves a 20-trading day volume-weighted average price of $12.00, subject to the Reporting Person's continuous service with the Issuer through the relevant vesting dates. |