Vroom, Inc. — Director's Dealing 2022

May 12, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vroom, Inc. (VRM)
CIK: 0001580864
Period of Report: 2022-05-09

Reporting Person: Shortt Thomas H (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-09	Common Stock	A	1200000.00	$0.00	Acquired	1461461.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-09	Stock Option	$7.50	A	600000.00	Acquired	2032-05-09	Common Stock (600000.00)	Direct

Footnotes

F1: Represents an award of restricted stock units that vest on May 9, 2025, subject to the Reporting Person's continued employment through such date. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer. One third of the restricted stock units are subject to accelerated vesting if the Issuer's closing price for its common stock is at or above $7.50 per share for twenty consecutive trading days during the three-year vesting period; a further third of the restricted stock units are subject to accelerated vesting if the Issuer's closing price for its common stock is at or above $15.00 per share for twenty consecutive trading days in the second or third years of the vesting period; and the last third of the restricted stock units are subject to accelerated vesting if the Issuer's closing price for its common stock is at or above $21.00 per share for twenty consecutive trading days during the third year of the vesting period.

F2: The option will vest and become exercisable in three equal annual installments beginning on May 9, 2023.