Vroom, Inc. — Director's Dealing 2020

Jun 15, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vroom, Inc. (VRM)
CIK: 0001580864
Period of Report: 2020-06-11

Reporting Person: CGP2 Lone Star, L.P. (10% Owner)
Reporting Person: CGP2 Zoom Holding, L.P. (10% Owner)
Reporting Person: LCGP3 Accelerator, L.P. (10% Owner)
Reporting Person: CGP2 Managers, L.L.C. (10% Owner)
Reporting Person: CGP3 Managers, L.L.C. (10% Owner)
Reporting Person: Chu James Michael (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-11	Common Stock	C	10335520	—	Acquired	10589776	Indirect
2020-06-11	Common Stock	C	6994354	—	Acquired	6994354	Indirect
2020-06-11	Common Stock	C	1838704	—	Acquired	1838704	Indirect
2020-06-11	Common Stock	P	318181	$22.00	Acquired	2156885	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-11	Series C Preferred Stock	$	C	4567122	Disposed		Common Stock (4567122)	Indirect
2020-06-11	Series D Preferred Stock	$	C	9102762	Disposed		Common Stock (9102762)	Indirect
2020-06-11	Series E Preferred Stock	$	C	1232758	Disposed		Common Stock (1232758)	Indirect
2020-06-11	Series F Preferred Stock	$	C	1758744	Disposed		Common Stock (1758744)	Indirect
2020-06-11	Series G Preferred Stock	$	C	668488	Disposed		Common Stock (668488)	Indirect
2020-06-11	Series H Preferred Stock	$	C	1838704	Disposed		Common Stock (1838704)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: (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.