SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mitchell David R

(Last)

(First)

(Middle)

C/O CARLOTZ, INC.

3301 W. MOORE STREET

(Street)

RICHMOND,

23230

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CarLotz, Inc. [ LOTZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2022

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/09/2022		D		21,799,776	D	⁽¹⁾⁽²⁾	0	I	See footnote⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	12/09/2022		D			435,330	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	435,330	$0	0	I	See footnote⁽³⁾⁽⁶⁾

Explanation of Responses:

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. (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. 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. 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. 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. Each of the Reporting Person and Steven G. Carrel has an understanding with TRP pursuant to which he holds such RSUs for the benefit of TRP.

	/s/ David R. Mitchell	12/12/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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SEC Form 4: Mitchell David R returned 21,799,776 shares to the company to satisfy withholding tax