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 *

Carrel Steven G
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)
(Last)          (First)          (Middle)

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

6/11/2021
(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 6/11/2021  A  10558 (2)A$0 21750236 I See Footnote (1)

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
Restricted Stock Units  (3)6/11/2021  A   49540 (4)    (4) (4)Class A Common Stock 49540 $0 49540 I See Footnote (1)(4)

Explanation of Responses:
(1) 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.
(2) These shares were granted pursuant to the Issuer's 2020 Incentive Award Plan, consisting of 5,279 shares granted to the Reporting Person and 5,279 shares granted to David R. Mitchell, a Managing Director of TRP, in their capacity as directors of the Issuer. Each of the Reporting Person and David R. Mitchell has an understanding with TRP pursuant to which he holds such shares for the benefit of TRP.
(3) Each Restricted Stock Unit represents a contingent right to receive one share of Class A Common Stock.
(4) These Restricted Stock Units were granted pursuant to the Issuer's 2020 Incentive Award Plan, consisting of 24,770 Restricted Stock Units granted to the Reporting Person and 24,770 Restricted Stock Units granted to David R. Mitchell in their capacity as directors of the Issuer. 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. Each of the Reporting Person and David R. Mitchell has an understanding with TRP pursuant to which he holds such Restricted Stock Units for the benefit of TRP.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Carrel Steven G
C/O CARLOTZ, INC.
611 BAINBRIDGE STREET, SUITE 100
RICHMOND, VA 23224
XX


Signatures
/s/ Rebecca C. Polak as attorney-in-fact for Mr. Mitchell Rebecca C. Polak6/15/2021
**Signature of Reporting PersonDate

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