0001477932-17-003040.txt : 20170628 0001477932-17-003040.hdr.sgml : 20170628 20170628141356 ACCESSION NUMBER: 0001477932-17-003040 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170628 FILED AS OF DATE: 20170628 DATE AS OF CHANGE: 20170628 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ShiftPixy, Inc. CENTRAL INDEX KEY: 0001675634 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 474211438 STATE OF INCORPORATION: WY FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: 1 VENTURE STREET 2: SUITE 150 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 888-798-9100 MAIL ADDRESS: STREET 1: 1 VENTURE STREET 2: SUITE 150 CITY: IRVINE STATE: CA ZIP: 92618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Holmes John Stephen CENTRAL INDEX KEY: 0001686747 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37954 FILM NUMBER: 17934747 MAIL ADDRESS: STREET 1: 1 VENTURE STREET 2: SUITE 150 CITY: IRVINE STATE: CA ZIP: 92618 3/A 1 form3a.xml FORM 3A X0206 3/A 2017-06-28-06:00 2016-12-08-07:00 0 0001675634 ShiftPixy, Inc. PIXY 0001686747 Holmes John Stephen 1 VENTURE SUITE 150 IRVINE CA 92618 false false true false Common Stock, par value $0.0001 12500000 D Option to Acquire Common Stock 4.00 2017-03-15-06:00 2027-03-15-06:00 Common Stock 50000 D Option to Acquire Preferred Stock 0.0001 2023-12-31-07:00 Preferred Stock 12500000 D Note that options shares are initially unvested and subject to repurchase by the Corporation at the Exercise Price paid per share. The Optionee shall acquire a vested interest in, and the Corporation's repurchase right shall accordingly lapse with respect to: (i) 25% of the Option Shares upon Optionee's completion of one year of Service as an independent contractor measured from the Vesting Commencement Date; and (ii) the balance of the Option Shares in a series of 36 successive equal monthly installments upon Optionee's completion of each additional month of Service over the 36 month period measured from the first anniversary of the Vesting Commencement Date. The Vesting Commencement Date is March 15, 2017. In no event shall any additional Option Shares vest after Optionee's cessation of Service. The Option may be exercised only upon the following events: 1. The acquisition of a Controlling interest by a shareholder or shareholders other than Scott Absher or Steve Holmes. "Controlling interest" means the ownership of outstanding voting shares of the Company sufficient to enable the acquiring person, directly or indirectly and individually or in association with others, to exercise one-fifth or more of all the voting power of the Company in the election of directors or any other business matter on which shareholders have the right to vote under Wyoming Law. 2. Prior to any proposed merger, consolidation (in which the Company's common stock is changed or exchanged) or sale of at least 50% of the Company's assets or earning power (other than a reincorporation). The Form 8A12B initially requiring a Form 3 was filed on November 28, 2016 but withdrawn through a Form 25 filed on February 14, 2017. The Form 8A12B requiring the filing of this Form 3 was filed on June 28, 2017. /s/ J. Stephen Holmes 2017-06-28-06:00