0001762322-22-000138.txt : 20221209
0001762322-22-000138.hdr.sgml : 20221209
20221209190917
ACCESSION NUMBER: 0001762322-22-000138
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221209
FILED AS OF DATE: 20221209
DATE AS OF CHANGE: 20221209
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SKINNER JAMES E
CENTRAL INDEX KEY: 0001122008
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38839
FILM NUMBER: 221455894
MAIL ADDRESS:
STREET 1: NEIMAN MARCUS GROUP
STREET 2: 1618 MAIN ST
CITY: DALLAS
STATE: TX
ZIP: 75201
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SHIFT TECHNOLOGIES, INC.
CENTRAL INDEX KEY: 0001762322
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500]
IRS NUMBER: 825325852
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2525 16TH STREET
STREET 2: SUITE 316
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
BUSINESS PHONE: (815) 575-6739
MAIL ADDRESS:
STREET 1: 2525 16TH STREET
STREET 2: SUITE 316
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
FORMER COMPANY:
FORMER CONFORMED NAME: Insurance Acquisition Corp.
DATE OF NAME CHANGE: 20181218
4
1
wf-form4_167063093405136.xml
FORM 4
X0306
4
2022-12-09
0
0001762322
SHIFT TECHNOLOGIES, INC.
SFT
0001122008
SKINNER JAMES E
C/O SHIFT TECHNOLOGIES, INC.
290 DIVISION STREET SUITE 400
SAN FRANCISCO
CA
94103
1
0
0
0
Class A Common Stock
2022-12-09
4
A
0
181751
0
A
181751
D
Received in exchange for 257,714 shares of Class A common stock of CarLotz, Inc. ("CarLotz") pursuant to the terms of the Agreement and Plan of Merger, dated as of August 9, 2022 (the "Merger Agreement"), by and among CarLotz, Shift Technologies, Inc. (the "Issuer") and Shift Remarketing Operations, Inc. ("Merger Sub"), pursuant to which, on December 9, 2022 (the "Effective Time"), among other things, CarLotz was merged with and into Merger Sub, with CarLotz surviving as a wholly owned subsidiary of the Issuer (the "Merger").
(Continued from Footnote 1) In accordance with the terms of the Merger Agreement, at the Effective Time of the Merger, each issued and outstanding share of Class A Common Stock of CarLotz (other than shares of CarLotz Common Stock held in treasury by CarLotz and not on behalf of a third party) (the "CarLotz Common Stock") was converted automatically into the right to receive 0.705241 (the "Exchange Ratio") of a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock of the Issuer (the "Issuer Common Stock"), rounded up to the nearest whole share for any fractional share of Issuer Common Stock that would be issued to any holder of CarLotz Common Stock after aggregating all fractional shares of Issuer Common Stock that would otherwise be received by such holder resulting from the calculation.
Jason Curtis, Attorney-in-fact for James E. Skinner
2022-12-09