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 |
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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)
| 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) 10/13/2020 | ||||||||||||||||||||||||||
| 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 | 10/13/2020 | A | 770,577 | A | (1) | 770,577(2) | D | |||
| 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 | ||||||||
| Non-Qualified Stock Option | $0.08 | 10/13/2020 | A | 496 | (3) | 09/12/2027 | Class A Common Stock | 496 | (4) | 496 | D | ||||
| Non-Qualified Stock Option | $0.3 | 10/13/2020 | A | 525,468 | (5) | 07/30/2029 | Class A Common Stock | 525,468 | (6) | 525,468 | D | ||||
| Explanation of Responses: |
| 1. Received in exchange for 7,148,333 shares of common stock of Shift Technologies, Inc., a Delaware corporation ("Former Shift"), pursuant to the Agreement and Plan of Merger, dated as of June 29, 2020, by and among Insurance Acquisition Corp., a Delaware corporation ("IAC"), Former Shift, and IAC Merger Sub, Inc., a wholly-owned subsidiary of IAC ("Merger Sub") (as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of August 19, 2020, the "Merger"). |
| 2. Includes 109,944 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 the closing of the Merger, 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 the closing of the Merger, 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. The options were granted on September 13, 2017. 0 options have vested. The remaining 496 options will vest in one (1) installment on January 1, 2021. |
| 4. Received pursuant to the Merger in exchange for an option to purchase 5,834 shares of Former Shift common stock. |
| 5. The options were granted on July 31, 2019. 274,797 options have vested. The remaining 250,671 options will be eligible to vest from November 1, 2020 through October 1, 2022 with respect to service, in eighteen (18) substantially equal installments, and with respect of performance, subject to the Board's annual determination that performance criteria were satisfied for certain of the options to vest each year. |
| 6. Received pursuant to the Merger in exchange for an option to purchase 8,166,012 shares of Former Shift common stock. |
| Remarks: |
| Co-Chief Executive Officer and President. |
| /s/ Amanda Bradley, attorney-in-fact for Tobias Russell | 10/15/2020 | |
| ** 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. | ||