SEC Filing | Vroom, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CASCADE INVESTMENT, L.L.C.

(Last)

(First)

(Middle)

2365 CARILLON POINT

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vroom, Inc. [ VRM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	06/11/2020		C		6,771,076	A	⁽¹⁾	6,771,076⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series G preferred stock	⁽¹⁾	06/11/2020		C			2,785,365	⁽¹⁾	⁽¹⁾	Common stock	5,570,730⁽²⁾	⁽¹⁾	0	D
Series H preferred stock	⁽¹⁾	06/11/2020		C			600,173	⁽¹⁾	⁽¹⁾	Common stock	1,200,346⁽²⁾	⁽¹⁾	0	D

1. Name and Address of Reporting Person^*

CASCADE INVESTMENT, L.L.C.

(Last)

(First)

(Middle)

2365 CARILLON POINT

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GATES WILLIAM H III

(Last)

(First)

(Middle)

2365 CARILLON POINT

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

Explanation of Responses:

1. Upon closing of the Issuer's initial public offering ("IPO"), the Series G preferred stock and Series H preferred stock converted automatically into common stock without payment of further consideration. There was no expiration date for the Series G preferred stock or Series H preferred stock.

2. Reflects 2-for-1 forward stock split, which became effective upon the closing of the Issuer's IPO.

	Cascade Investment, L.L.C. by: /s/ Alan Heuberger, Attorney-in-fact for Michael Larson, Business Manager	06/12/2020
	William H. Gates III by: /s/ Alan Heuberger, Attorney-in-fact	06/12/2020
	** 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 4 (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).
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