Mudrick Capital Management, L.P. - Jun 5, 2025 Form 4 Insider Report for Vroom, Inc. (VRM)

Role
10%+ Owner
Signature
See Exhibit 99.1**
Stock symbol
VRM
Transactions as of
Jun 5, 2025
Transactions value $
$124,401
Form type
4
Date filed
6/9/2025, 08:38 PM
Previous filing
Jun 4, 2025
Next filing
Jun 12, 2025

Reporting Owners (7)

Name Relationship Address Signature Signature date CIK
Mudrick Capital Management, L.P. 10%+ Owner 527 MADISON AVENUE, 6TH FLOOR, NEW YORK See Exhibit 99.1** 2025-06-09 0001655183
Mudrick Capital Management LLC 10%+ Owner 527 MADISON AVENUE, 6TH FLOOR, NEW YORK See Exhibit 99.1** 2025-06-09 0001730922
Mudrick Jason 10%+ Owner 527 MADISON AVENUE, 6TH FLOOR, NEW YORK See Exhibit 99.1** 2025-06-09 0001367262
Mudrick Distressed Opportunity Drawdown Fund III, L.P. 10%+ Owner 527 MADISON AVENUE, 6TH FLOOR, NEW YORK See Exhibit 99.1** 2025-06-09 0002024855
Mudrick Distressed Opportunity Drawdown Fund III GP, LLC 10%+ Owner 527 MADISON AVENUE, 6TH FLOOR, NEW YORK See Exhibit 99.1** 2025-06-09 0002051254
Mudrick Distressed Opportunity SIF Master Fund, L.P. 10%+ Owner 527 MADISON AVENUE, 6TH FLOOR, NEW YORK See Exhibit 99.1** 2025-06-09 0001875540
Mudrick Distressed Opportunity SIF GP, LLC 10%+ Owner 527 MADISON AVENUE, 6TH FLOOR, NEW YORK See Exhibit 99.1** 2025-06-09 0001959041

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRM Common Stock Purchase $24.5K +999 +0.03% $24.48 3.96M Jun 5, 2025 See Notes F1, F2, F3, F10, F11, F12
transaction VRM Common Stock Purchase $49.9K +1.78K +0.04% $27.99 3.96M Jun 6, 2025 See Notes F1, F4, F5, F10, F11, F12
transaction VRM Common Stock Purchase $50.1K +1.79K +0.05% $27.99 3.96M Jun 9, 2025 See Notes F1, F6, F7, F8, F10, F11, F12
holding VRM Common Stock 5.39K Jun 5, 2025 See Notes F1, F9, F10, F11, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This statement is being filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("MCM"), Mudrick Capital Management, LLC ("MCM GP"), Jason Mudrick, Mudrick Distressed Opportunity Drawdown Fund III, L.P. ("Drawdown III"), Mudrick Distressed Opportunity Drawdown Fund III GP, LLC ("Drawdown III GP"), Mudrick Distressed Opportunity SIF Master Fund, L.P. ("SIF"), and Mudrick Distressed Opportunity SIF GP, LLC ("SIF GP").
F2 Represents shares of Common Stock purchased as follows: 40 by Drawdown III; 110 by SIF; 849 by certain accounts managed by MCM.
F3 The shares of Common Stock were purchased in multiple transactions at prices ranging from $27.25 to $27.50. The Reporting Persons undertake to provide to the Issuer, any security holder, and the SEC, as applicable, full information regarding the number of shares purchased and each price within the range upon request.
F4 Represents shares of Common Stock purchased as follows: 71 by Drawdown III; 197 by SIF; 1,513 by certain accounts managed by MCM.
F5 The shares of Common Stock were purchased in multiple transactions at prices ranging from $27.87 to $28.00. The Reporting Persons undertake to provide to the Issuer, any security holder, and the SEC, as applicable, full information regarding the number of shares purchased and each price within the range upon request.
F6 Represents shares of Common Stock purchased as follows: 118 by Drawdown III; 235 by SIF; and 1,437 by certain accounts managed by MCM.
F7 The shares of Common Stock were purchased in multiple transactions at prices ranging from $27.72 to $28.00. The Reporting Persons undertake to provide to the Issuer, any security holder, and the SEC, as applicable, full information regarding the number of shares purchased and each price within the range upon request.
F8 Represents shares of Common Stock directly held as follows: 1,058,822 by Mudrick Distressed Opportunity Fund Global, L.P.; 725,385 by Mudrick Distressed Opportunity Drawdown Fund II, L.P.; 67,695 by Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.; 44,505 by Drawdown III; 200,657 by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.; 182,454 by SIF; and 1,684,071 by certain accounts managed by MCM.
F9 Represents restricted stock unit ("RSUs") awards granted to Matthew Pietroforte, who is a member of the Issuer's board of directors and a Managing Director and Senior Analyst at MCM, under the Issuer's 2020 Incentive Award Plan (as amended, the "Plan"), of which 1,570 will 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) March 12, 2026, subject to Mr. Pietroforte's continuing in service on the Board through the vesting date, and 3,820 will vest in three equal installments on the first, second and third anniversary of the date Mr. Pietroforte joined the Board, in each case, subject to the terms of the Plan. Mr. Pietroforte has assigned all rights, title and interest in the RSUs (including the shares of Common Stock thereunder) granted to him to Mudrick Capital Management, L.P.
F10 Mudrick GP is the general partner of Global LP and may be deemed to beneficially own the number of securities of the Issuer directly held by Global LP. Drawdown II GP is the general partner of Drawdown II and Drawdown II SC and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown II and Drawdown II SC. Drawdown III GP is the general partner of Drawdown III and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown III. DISL GP is the general partner of DISL and may be deemed to beneficially own the number of securities of the Issuer held by DISL. SIF GP is the general partner of SIF and may be deemed to beneficially own the securities of the Issuer directly held by SIF.
F11 MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP, Drawdown III GP, MCM GP, DISL GP and SIF GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the securities held directly by Global LP, Drawdown II, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM.
F12 The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities of the Issuer in excess of their respective pecuniary interests. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Exhibit List: Joint Filer Information. This filing shall not be deemed an admission that any of the Reporting Persons is subject to Section 16 of the Exchange Act.

Remarks:

Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. This Form 4 is filed by Designated Filer, Mudrick Capital Management, L.P.