Michael W. Bor - 31 Jan 2022 Form 4 Insider Report for CarLotz, Inc.

Role: CEO and Chairman, Director, 10%+ Owner
Signature: /s/ Rebecca C. Polak as attorney-in-fact for Mr. Bor
Issuer symbol: N/A
Transactions as of: 31 Jan 2022
Net transactions value: -$20,124
Form type: 4
Filing time: 02 Feb 2022, 16:52:57 UTC
Next filing: 12 May 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LOTZ	Class A Common Stock	Options Exercise	$0	+22,027	+0.25%	$0.000000	8,924,072	31 Jan 2022	Direct	F1, F2
transaction	LOTZ	Class A Common Stock	Sale	$20,124	-9,769	-44%	$2.06^*	12,258	01 Feb 2022	Direct	F3
holding	LOTZ	Class A Common Stock						952,593	31 Jan 2022	Held by Bor Family Trust
holding	LOTZ	Class A Common Stock						352,593	31 Jan 2022	Held by Bor Grantor Retained Annuity Trust	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	LOTZ	Restricted Stock Units	Options Exercise	$0	-22,027	-25%	$0.000000	66,079	31 Jan 2022	Class A Common Stock	22,027		Direct	F9, F10
holding	LOTZ	Earnout Rights						897,341	31 Jan 2022	Class A Common Stock	897,341		Direct	F5
holding	LOTZ	Stock Option (right to buy)						254,818	31 Jan 2022	Class A Common Stock	254,818	$0.6400	Direct	F6
holding	LOTZ	Stock Option (right to buy)						613,480	31 Jan 2022	Class A Common Stock	613,480	$0.9200	Direct	F6
holding	LOTZ	Stock Option (right to buy)						509,637	31 Jan 2022	Class A Common Stock	509,637	$0.9200	Direct	F6
holding	LOTZ	Stock Option (right to buy)						128,218	31 Jan 2022	Class A Common Stock	128,218	$11.35	Direct	F7
holding	LOTZ	Restricted Stock Units						138,800	31 Jan 2022	Class A Common Stock	138,800		Direct	F8, F9
holding	LOTZ	Earnout Rights						105,064	31 Jan 2022	Class A Common Stock	105,064		Held by Bor Family Trust	F5
holding	LOTZ	Earnout Rights						105,064	31 Jan 2022	Class A Common Stock	105,064		Held by Bor Grantor Retained Annuity Trust	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis. The restricted stock units vested in Class A common stock on January 31, 2022.
F2	Includes 600,000 shares previously held through the Bor Grantor Retained Annuity Trust which were distributed to the reporting person and are now owned directly.
F3	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 units.
F4	Excludes 600,000 shares previously held through the Bor Grantor Retained Annuity Trust which were distributed to the reporting person and are now owned directly.
F5	These earnout rights will vest if, prior to January 21, 2026, the closing share price of the Class A common stock exceeds the following thresholds. One-half will be issued if the closing share price of the Class A common stock exceeds $12.50 for any 20 trading days within any 30 trading day period and one-half will be issued if the closing share price of the Class A common stock exceeds $15.00 for any 20 trading days within any 30 trading day period.
F6	These options are fully vested and exercisable.
F7	These options are service options that vest based on the passage of time and the reporting person's continued service with the Company. 32,054 of these options are currently exercisable and the remaining 96,164 become exercisable in three equal annual installments beginning on January 21, 2023.
F8	These restricted stock units will vest if, prior to January 21, 2026, the closing share price of the Class A common stock exceeds the following thresholds. One-half will vest if the closing share price of the Class A common stock exceeds $12.50 for any 20 trading days within any 30 trading day period and one-half will vest if the closing share price of the Class A common stock exceeds $15.00 for any 20 trading days within any 30 trading day period.
F9	Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.
F10	These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in Class A common stock as follows: one-fourth of these restricted stock units vested on January 31, 2022, one-fourth of these restricted stock units vest on January 21, 2023, one-fourth of these restricted stock units vest on January 21, 2024 and one-fourth of these restricted stock units vest on January 21, 2025, assuming continued employment through the applicable vesting date.