SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Shein Oded (Last) (First) (Middle) C/O SHIFT TECHNOLOGIES, INC. 290 DIVISION STREET, SUITE 400 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SHIFT TECHNOLOGIES, INC. [ SFT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 05/05/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	05/05/2021		A(1)		204,983(2)	A	$0	214,983(3)	D(4)
Class A Common Stock	12/02/2021		A(1)		93,750(5)	A	$0	308,733	D(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Performance Stock Units	$0.0	05/05/2021		A		68,328		(6)	(6)	Class A Common Stock	68,328	$0	68,328	D
Performance Stock Units	(7)	12/02/2021		A		31,250		(7)	(7)	Class A Common Stock	31,250	$0	99,578	D

Explanation of Responses:

1. 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").

2. 25% of the RSUs vest on March 15, 2022, with the remainder vesting thereafter in twelve equal quarterly installments subject to continued employment with the Company or an affiliate of the Company.

3. RSUs granted to the reporting person on 5/5/2021 are being reported late due to an administrative oversight. Because the RSUs are being reported in Table 1, the reporting person's Form 4s filed since 5/5/2021 underreported his ownership by 214,983 shares.

4. The reporting person holds a portion of the shares in an account with his spouse as joint tenants with rights of survivorship.

5. 25% of the RSUs vest on March 15, 2023, with the remainder vesting thereafter in twelve equal quarterly installments subject to continued employment with the Company or an affiliate of the Company.

6. 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 March 14, 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.

7. 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 March 14, 2024, 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.

Remarks:

	/s/ George Arison, Attorney-in-fact for Oded Shein	12/06/2021
	** 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).
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