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

1. Name and Address of Reporting Person *

Stoltz Thomas W		 2. Issuer Name and Ticker or Trading Symbol

CarLotz, Inc. [ LOTZ ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O CARLOTZ, INC., 611 BAINBRIDGE STREET, SUITE 100		 3. Date of Earliest Transaction (MM/DD/YYYY)

11/30/2021
(Street)

RICHMOND, VA 23224
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/30/2021  M  17083 A$0 (1)17083 D  
Class A Common Stock 11/30/2021  F(2)  5142 D$2.96 11941 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $11.35            (3)1/21/2031 Class A Common Stock 506167  506167 D  
Restricted Stock Units  (4)11/30/2021  M     17083   (5) (5)Class A Common Stock 17083 $0 51250 D  
Explanation of Responses:
(1) 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 November 30, 2021.
(2) Shares withheld by the Company to satisfy tax withholding requirements.
(3) These options are service options that vest based on the passage of time and the reporting person's continued service with the Company. 126,541 of these options are currently exercisable and the remaining 379,626 become exercisable in three equal annual installments beginning on November 30, 2022.
(4) Each restricted stock unit is convertible into a share of Class A common stock on a 1-for-1 basis.
(5) 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 November 30, 2021, one-fourth of these restricted stock units vest on November 30, 2022, one-fourth of these restricted stock units vest on November 30, 2023 and one-fourth of these restricted stock units vest on November 30, 2024, assuming continued employment through the applicable vesting date.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Stoltz Thomas W
C/O CARLOTZ, INC.
611 BAINBRIDGE STREET, SUITE 100
RICHMOND, VA 23224

Chief Financial Officer
Signatures
/s/ Rebecca C. Polak as attorney-infact for Mr. Stoltz Rebecca C. Polak12/2/2021
**Signature of Reporting PersonDate
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