0001762322-21-000072.txt : 20211206 0001762322-21-000072.hdr.sgml : 20211206 20211206172315 ACCESSION NUMBER: 0001762322-21-000072 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211202 FILED AS OF DATE: 20211206 DATE AS OF CHANGE: 20211206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clementz Jeff CENTRAL INDEX KEY: 0001886005 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38839 FILM NUMBER: 211473962 MAIL ADDRESS: STREET 1: CO SHIFT TECHNOLOGIES STREET 2: 290 DIVISION ST STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94103-4893 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_163882938261281.xml FORM 4 X0306 4 2021-12-02 0 0001762322 SHIFT TECHNOLOGIES, INC. SFT 0001886005 Clementz Jeff C/O SHIFT TECHNOLOGIES, INC. 290 DIVISION STREET, SUITE 400 SAN FRANCISCO CA 94103 0 1 0 0 President Class A Common Stock 2021-12-02 4 A 0 644972 0 A 644972 D Performance Stock Units 0.0 2021-12-02 4 A 0 195446 0 A Class A Common Stock 195446.0 195446 D Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock, par value $0.0001 per share of Shift Technologies, Inc. (the "Company"). 58,634 of the RSUs vest on April 1, 2022. Of the remaining 586,338 RSUs, 25% vest on October 1, 2022 with the remainder vesting in 12 equal quarterly tranches. Vested RSU awards are settled during the next open trading window of the Company following each calendar quarter. Vesting is subject to continued employment with the Company or an affiliate of the Company. Represents a grant of Performance Stock Units ("PSUs"). Each PSU represents a contingent right to receive one share of Class A common stock, par value $0.0001 per share, of the Company. The PSUs vest quarterly over the two-year period commencing on October 1, 2023, subject to the achievement of the applicable pre-determined performance target for the applicable performance year and the continued employment with the Company or an affiliate of the Company (subject to certain exceptions for termination without cause or for good reason as described in the award agreement). Vested PSUs are settled during the first open trading window of the Company following each calendar quarter. Exh 24 Power of Attorney /s/ George Arison, Attorney in fact for Jeff Clementz 2021-12-06 EX-24 2 section16powerofattorney_c.htm EXH 24


POWER OF ATTORNEY

       Know all by these presents, that I hereby constitute and appoint Kristine Loffredo, George Arison, and Toby Russell my true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution for me and in my name, place and stead, to:

    1.    prepare, execute for and on behalf of the undersigned, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID (including any amendments thereto) and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (as amended, the "Exchange Act") or any rule or regulation of the SEC;

    2.    execute for me and on my behalf, in my capacity as an officer and/or director of Shift Technologies, Inc., Forms 3, 4 or 5 in accordance with Section 16(a) of the Exchange Act and the rules promulgated thereunder;

    3.    complete and execute for and on behalf of the undersigned, one or more Forms 144 under the Securities Act of 1933, as amended, as and when authorized by the undersigned telephonically or by electronic transmission (including e-mail);

    4.    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, 3, 4, 5 or 144 or any other form (including any amendment thereto) and timely file such form with the SEC and any stock exchange or similar authority; and

    5.    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to me, in my best interest or legally required by me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

       I hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is Shift Technologies, Inc. assuming, any of my responsibilities to comply with Section 16 of the Exchange Act.

       This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4 and 5 with respect to my holdings of and transactions in securities of Shift Technologies, Inc., unless earlier revoked by me in a signed writing delivered to the attorneys-in- fact named above.

     IN WITNESS WHEREOF, I have signed this Power of Attorney on October 1, 2021.

/s/ Jeff Clementz