Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Valkin Adam

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
Vroom, Inc. [ VRM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 584,934 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (2) (2) Common Stock 37,866 (2) I See Footnote(1)
Series C Preferred Stock (2) (2) Common Stock 800,382 (2) I See Footnote(1)
Series D Preferred Stock (2) (2) Common Stock 759,533 (2) I See Footnote(1)
Series E Preferred Stock (2) (2) Common Stock 511,595 (2) I See Footnote(1)
Series F Preferred Stock (2) (2) Common Stock 146,562 (2) I See Footnote(1)
Series G Preferred Stock (2) (2) Common Stock 111,415 (2) I See Footnote(1)
Series H Preferred Stock (2) (2) Common Stock 73,548 (2) I See Footnote(1)
Explanation of Responses:
1. The shares are held by General Catalyst Group VII, L.P. ("GCG VII"). General Catalyst GP VII, LLC ("GCGP VII") is the general partner of General Catalyst Partners VII, L.P. ("GCP VII"), which is the general partner of GCG VII. General Catalyst Group Management Holdings, L.P. ("GCGMH") is the manager of General Catalyst Group Management, LLC ("GCGM"), which is the manager of GCGP VII. As the Managing Members of General Catalyst Group Management Holdings GP, LLC, the general partner of GCGMH, Kenneth Chenault, Joel Cutler, David Fialkow and Hement Taneja (collectively, the "Managing Members"), share voting and dispositive power with respect to the shares held by GCG VII. Each of the Managing Members, Adam Valkin, the general partner of GCGMH, GCGMH, GCGM, GCGP VII and GCP VII may be deemed to beneficially own such shares but each disclaims beneficial ownership of such shares except to the extent of such person's or entity's pecuniary interest in such securities.
2. Each share of the Issuer's preferred stock is convertible on a one-to-one basis into shares of the Issuer's common stock in certain circumstances and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.
Exhibit 24 - Power of Attorney.
/s/ Alison Klein, Attorney-in-Fact for Adam Valkin 06/08/2020
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      EXHIBIT 24

                               POWER OF ATTORNEY

        With respect to holdings of and transactions in securities issued by
Vroom, Inc. (the "Company"), the undersigned hereby constitutes and appoints the
individual or individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

        1.      prepare, execute in the undersigned's name and on the
                undersigned's behalf, and submit to the United States Securities
                and Exchange Commission (the "SEC") a Form ID, including
                amendments thereto, and any other documents necessary or
                appropriate to obtain and/or regenerate codes and passwords
                enabling the undersigned to make electronic filings with the SEC
                of reports required by Section 16(a) of the Securities Exchange
                Act of 1934, as amended, or any rule or regulation of the SEC;

        2.      execute for and on behalf of the undersigned, Forms 3, 4, and 5
                in accordance with Section 16 of the Securities Exchange Act of
                1934, as amended, and the rules thereunder;

        3.      do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, complete and execute any
                amendment or amendments thereto, and timely file such form with
                the SEC and any stock exchange or similar authority; and

        4.      take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorneys-in-fact substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 3rd day of November, 2019.

                                        Signature:   /s/ Adam Valkin
                                        Print Name:  Adam Valkin

                                  Schedule A

        Individual Appointed as Attorney-in-Fact with Full Power of Substitution
and Resubstitution

1.  Dave Jones
2.  Patricia Moran
3.  Alison Klein