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^*

CGP2 Lone Star, L.P.

(Last)

(First)

(Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(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		10,335,520⁽¹⁾	A	⁽¹⁾	10,589,776	I	Directly held by CGP2 Lone Star, L.P.⁽²⁾⁽³⁾
Common Stock	06/11/2020		C		6,994,354⁽¹⁾	A	⁽¹⁾	6,994,354	I	Directly held by CGP2 Zoom Holding, L.P.⁽²⁾⁽³⁾
Common Stock	06/11/2020		C		1,838,704⁽¹⁾	A	⁽¹⁾	1,838,704	I	Directly held by LCGP3 Accelerator, L.P.⁽²⁾⁽³⁾
Common Stock	06/11/2020		P		318,181	A	$22	2,156,885	I	Directly held by LCGP3 Accelerator, L.P.⁽²⁾⁽³⁾

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 C Preferred Stock	⁽¹⁾	06/11/2020		C			4,567,122	⁽¹⁾	⁽¹⁾	Common Stock	4,567,122	⁽¹⁾	0	I	Directly held by CGP2 Zoom Holding, L.P.⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	06/11/2020		C			9,102,762	⁽¹⁾	⁽¹⁾	Common Stock	9,102,762	⁽¹⁾	0	I	Directly held by CGP2 Lone Star, L.P.⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	06/11/2020		C			1,232,758	⁽¹⁾	⁽¹⁾	Common Stock	1,232,758	⁽¹⁾	0	I	Directly held by CGP2 Lone Star, L.P.⁽²⁾⁽³⁾
Series F Preferred Stock	⁽¹⁾	06/11/2020		C			1,758,744	⁽¹⁾	⁽¹⁾	Common Stock	1,758,744	⁽¹⁾	0	I	Directly held by CGP2 Zoom Holding, L.P.⁽²⁾⁽³⁾
Series G Preferred Stock	⁽¹⁾	06/11/2020		C			668,488	⁽¹⁾	⁽¹⁾	Common Stock	668,488	⁽¹⁾	0	I	Directly held by CGP2 Zoom Holding, L.P.⁽²⁾⁽³⁾
Series H Preferred Stock	⁽¹⁾	06/11/2020		C			1,838,704	⁽¹⁾	⁽¹⁾	Common Stock	1,838,704	⁽¹⁾	0	I	Directly held by LCGP3 Accelerator, L.P.⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

CGP2 Lone Star, L.P.

(Last)

(First)

(Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CGP2 Zoom Holding, L.P.

(Last)

(First)

(Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LCGP3 Accelerator, L.P.

(Last)

(First)

(Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CGP2 Managers, L.L.C.

(Last)

(First)

(Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CGP3 Managers, L.L.C.

(Last)

(First)

(Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Chu James Michael

(Last)

(First)

(Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into shares of the Issuer's common stock on a one-for-one basis.

2. CGP2 Managers, L.L.C. ("CGP2 Managers") is the general partner for each of CGP2 Zoom Holding, L.P. ("CGP2 Zoom Holding") and CGP2 Lone Star, L.P. ("CGP2 Lone Star"). CGP3 Managers, L.L.C. ("CGP3 Managers") is the general partner of LCGP3 Accelerator, L.P. ("LCGP3 Accelerator"). As such, CGP2 Managers may be deemed to beneficially own the shares held of record by each of CGP2 Zoom Holding and CGP2 Lone Star, and CGP3 Managers may be deemed to beneficially own the shares held of record by LCGP3 Accelerator. J. Michael Chu and Scott A. Dahnke are the members of the managing board of each of CGP2 Managers, L.L.C. and CGP3 Managers, L.L.C. and as such may be deemed to share beneficial ownership of the securities held of record by each of the foregoing entities.

3. (Continued from footnote 2) Each of Mr. Chu and Mr. Dahnke disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. A Form 3 is being filed separately by Mr. Dahnke in his capacity as a director of the Issuer.

Remarks:

All share numbers reported in this Form 4 reflect a 2-for-1 stock split effected by the Issuer in connection with its initial public offering, which was exempt from reporting pursuant to Rule 16a-9.

	CGP2 Lone Star, L.P., By: CGP2 Managers, L.L.C., its general partner, By: /s/ Scott A. Dahnke, Title: Managing Member	06/15/2020
	CGP2 Zoom Holding, L.P., By: CGP2 Managers, L.L.C., its general partner, By: /s/ Scott A. Dahnke, Title: Managing Member	06/15/2020
	LCGP3 Accelerator, L.P., By: CGP3 Managers, L.L.C., its general partner, By: /s/ Scott A. Dahnke, Title: Managing Member	06/15/2020
	CGP2 Managers, L.L.C., L.P., By: /s/ Scott A. Dahnke, Title: Managing Member	06/15/2020
	CGP3 Managers, L.L.C., By: /s/ Scott A. Dahnke, Title: Managing Member	06/15/2020
	/s/ J. Michael Chu	06/15/2020
	** 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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