Large owner Mudrick Capital Management, L.P. bought $172,528 worth of shares (6,788 units at $25.42) (SEC Form 4)
$VRM
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vroom, Inc. [ VRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/02/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/02/2025 | P | 1,000(2) | A | $24.129(3) | 3,953,231 | I | See Notes(1)(2)(10)(11)(12) | ||
| Common Stock | 06/03/2025 | P | 1,000(4) | A | $24.883(5) | 3,954,231 | I | See Notes(1)(4)(10)(11)(12) | ||
| Common Stock | 06/04/2025 | P | 4,788(6) | A | $25.797(7) | 3,959,019(8) | I | See Notes(1)(6)(10)(11)(12) | ||
| Common Stock | 5,390(9) | I | See Notes(1)(9)(10)(11)(12) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This statement is being filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("MCM"), Mudrick Capital Management, LLC ("MCM GP"), Jason Mudrick, Mudrick Distressed Opportunity Drawdown Fund III, L.P. ("Drawdown III"), Mudrick Distressed Opportunity Drawdown Fund III GP, LLC ("Drawdown III GP"), Mudrick Distressed Opportunity SIF Master Fund, L.P. ("SIF"), and Mudrick Distressed Opportunity SIF GP, LLC ("SIF GP"). |
| 2. Represents shares of Common Stock purchased as follows: 40 by Drawdown III; 110 by SIF; 850 by certain accounts managed by MCM. |
| 3. The shares of Common Stock were purchased in multiple transactions at prices ranging from $23.75 to $24.50. The Reporting Persons undertake to provide to the Issuer, any security holder, and the SEC, as applicable, full information regarding the number of shares purchased and each price within the range upon request. |
| 4. Represents shares of Common Stock purchased as follows: 40 by Drawdown III; 110 by SIF; 850 by certain accounts managed by MCM. |
| 5. The shares of Common Stock were purchased in multiple transactions at prices ranging from $24.50 to $25.00. The Reporting Persons undertake to provide to the Issuer, any security holder, and the SEC, as applicable, full information regarding the number of shares purchased and each price within the range upon request. |
| 6. Represents shares of Common Stock purchased as follows: 191 by Drawdown III; 529 by SIF; and 4,068 by certain accounts managed by MCM. |
| 7. The shares of Common Stock were purchased in multiple transactions at prices ranging from $25.00 to $26.00. The Reporting Persons undertake to provide to the Issuer, any security holder, and the SEC, as applicable, full information regarding the number of shares purchased and each price within the range upon request. |
| 8. Represents shares of Common Stock directly held as follows: 1,058,822 by Mudrick Distressed Opportunity Fund Global, L.P.; 725,385 by Mudrick Distressed Opportunity Drawdown Fund II, L.P.; 67,695 by Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.; 44,276 by Drawdown III; 200,657 by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.; 181,912 by SIF; and 1,680,272 by certain accounts managed by MCM. |
| 9. Represents restricted stock unit ("RSUs") awards granted to Matthew Pietroforte, who is a member of the Issuer's board of directors and a Managing Director and Senior Analyst at MCM, under the Issuer's 2020 Incentive Award Plan (as amended, the "Plan"), of which 1,570 will vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of stockholders following the date of grant and (ii) March 12, 2026, subject to Mr. Pietroforte's continuing in service on the Board through the vesting date, and 3,820 will vest in three equal installments on the first, second and third anniversary of the date Mr. Pietroforte joined the Board, in each case, subject to the terms of the Plan. Mr. Pietroforte has assigned all rights, title and interest in the RSUs (including the shares of Common Stock thereunder) granted to him to Mudrick Capital Management, L.P. |
| 10. Mudrick GP is the general partner of Global LP and may be deemed to beneficially own the number of securities of the Issuer directly held by Global LP. Drawdown II GP is the general partner of Drawdown II and Drawdown II SC and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown II and Drawdown II SC. Drawdown III GP is the general partner of Drawdown III and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown III. DISL GP is the general partner of DISL and may be deemed to beneficially own the number of securities of the Issuer held by DISL. SIF GP is the general partner of SIF and may be deemed to beneficially own the securities of the Issuer directly held by SIF. |
| 11. MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP, Drawdown III GP, MCM GP, DISL GP and SIF GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the securities held directly by Global LP, Drawdown II, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM. |
| 12. The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities of the Issuer in excess of their respective pecuniary interests. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Exhibit List: Joint Filer Information. This filing shall not be deemed an admission that any of the Reporting Persons is subject to Section 16 of the Exchange Act. |
| Remarks: |
| Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. This Form 4 is filed by Designated Filer, Mudrick Capital Management, L.P. |
| See Exhibit 99.1** | 06/04/2025 | |
| ** 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). | ||
| 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. | ||