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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SHIFT TECHNOLOGIES, INC. [ SFT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2020 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 12/31/2020 | 12/31/2020 | G | V | 45,000 | D | $0.0000(1) | 713,542(2) | D | |
Class A Common Stock | 132,473(3) | I | Held by IGA Holdings, LLC | |||||||
Class A Common Stock | 204,769(4) | I | Held by Irakly George LLC |
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 |
Explanation of Responses: |
1. Shares were transferred as a bona fide gift. The reporting person did not receive compensation for the gifting of shares. |
2. Includes 106,086 shares held in escrow ("Additional Shares"). If the reported closing sale price of the company's common stock does not exceed $12.00 per share for 20 out of any 30 consecutive trading days during the first 12 months following October 13, 2020, which we refer to as the First Threshold, then fifty percent (50%) of the Additional Shares will be returned to the company (and either placed into treasury or retired, in the discretion of the company). If the First Threshold is reached, such Additional Shares will be released from escrow. If the reported closing sale price of our common stock does not exceed $15.00 per share for 20 out of any 30 consecutive trading days during the first 30 months following October 13, 2020, which we refer to as the Second Threshold, then fifty percent (50%) of the Additional Shares will be returned to the company (and either placed into treasury or retired, in the discretion of the company). If the Second Threshold is reached, such Additional Shares will be released from escrow. |
3. Includes 18,901 Additional Shares. If the reported closing sale price of the company's common stock does not exceed $12.00 per share for 20 out of any 30 consecutive trading days during the first 12 months following October 13, 2020, which we refer to as the First Threshold, then fifty percent (50%) of the Additional Shares will be returned to the company (and either placed into treasury or retired, in the discretion of the company). If the First Threshold is reached, such Additional Shares will be released from escrow. If the reported closing sale price of our common stock does not exceed $15.00 per share for 20 out of any 30 consecutive trading days during the first 30 months following October 13, 2020, which we refer to as the Second Threshold, then fifty percent (50%) of the Additional Shares will be returned to the company (and either placed into treasury or retired, in the discretion of the company). If the Second Threshold is reached, such Additional Shares will be released from escrow. |
4. Includes 29,216 Additional Shares. If the reported closing sale price of the company's common stock does not exceed $12.00 per share for 20 out of any 30 consecutive trading days during the first 12 months following October 13, 2020, which we refer to as the First Threshold, then fifty percent (50%) of the Additional Shares will be returned to the company (and either placed into treasury or retired, in the discretion of the company). If the First Threshold is reached, such Additional Shares will be released from escrow. If the reported closing sale price of our common stock does not exceed $15.00 per share for 20 out of any 30 consecutive trading days during the first 30 months following October 13, 2020, which we refer to as the Second Threshold, then fifty percent (50%) of the Additional Shares will be returned to the company (and either placed into treasury or retired, in the discretion of the company). If the Second Threshold is reached, such Additional Shares will be released from escrow. |
Remarks: |
Co-Chief Executive Officer and Chairman of the Board. |
/s/ Amanda Bradley, attorney-in-fact for George Arison | 01/05/2021 | |
** 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. |