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Filing Details

Accession Number:: 0001213900-21-030269
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-06-01 16:19:36
Reporting Period:: 2021-05-27

Accepted Time:: 2021-06-01 16:19:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1762322	Shift Technologies Inc.	SFT	Retail-Auto Dealers & Gasoline Stations (5500)	825325852

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1828630	George Arison	C/O Shift Technologies, Inc. 2525 16Th Street, Suite 310 San Francisco CA 94103	See Remarks	Yes	Yes	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-05-27	10,008	$7.12	3,006,754	No	4	P	Direct
Class A Common Stock	Disposition	2021-05-27	8	$7.14	3,006,746	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	132,473	Indirect	Held by IGA Holdings, LLC
Class A Common Stock	204,769	Indirect	Held by Irakly George LLC

Footnotes

Price reported constitutes the average weighted price of shares purchased. Shares were purchased at varying prices in the range of $7.0899 - $7.1450. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares purchased at each separate price.
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, then 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 such 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, then 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 such threshold is reached, such Additional Shares will be released from escrow.
The reporting person's sale of 8 shares reported herein was matchable under Section 16(b) of the Securities Exchange Act with the reporting person's purchase of 8 shares at a price of $7.0899 reported herein. The reporting person voluntarily agreed to disgorge the amount of $0.42 to the Company on June 1, 2021, representing the maximum calculable profit realized in connection with the short-swing transaction.
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, then 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 such 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, then 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 such threshold is reached, such Additional Shares will be released from escrow.
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, then 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 such 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, then 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 such threshold is reached, such Additional Shares will be released from escrow.