Statement of Changes in Beneficial Ownership (4)
October 14 2020 - 5:19PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
COHEN DANIEL G |
2. Issuer Name and Ticker or Trading Symbol
SHIFT TECHNOLOGIES, INC.
[
SFT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2929 ARCH STREET, SUITE 1703 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/13/2020 |
(Street)
PHILADELPHIA, PA 19104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 10/13/2020 | | A | | 600000 | A | $10.00 | 600000 | I | See footnote (1) |
Class A Common Stock | 10/13/2020 | | M(2) | | 2056570 | A | $0.00 | 2431570 | I | See footnote (3) |
Class A Common Stock | 10/13/2020 | | M(2) | | 3540956 | A | $0.00 | 3540956 | I | See footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Class B Common Stock | (2) | 10/13/2020 | | M | | | 1875000 | (2) | (2) | Class A Common Stock | 2056570 | (2) | 0 | I | See footnote (3) |
Class B Common Stock | (2) | 10/13/2020 | | M | | | 3228333 | (2) | (2) | Class A Common Stock | 3540956 | (2) | 0 | I | See footnote (4) |
Warrants | $11.50 | | | | | | | 11/12/2020 | 10/13/2025 | Class A Common Stock | 187500 | | 187500 | I | See footnote (5) |
Explanation of Responses: |
(1) | These shares are held directly by INSU Pipe Sponsor, LLC, which is managed by Cohen & Company, LLC (the "Manager"). The reporting person is the chief executive officer of INSU Pipe Sponsor, LLC and the chairman of the board of the Manager. The reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose. |
(2) | On October 13, 2020, the issuer acquired Shift Technologies, Inc. ("Shift") by the merger (the "Merger") of IAC Merger Sub, Inc., a wholly-owned subsidiary of the issuer, with and into Shift, with Shift surviving as a wholly-owned subsidiary of the issuer. As a result of the Merger, each of the issuer's outstanding shares of Class B Common Stock converted automatically into 1.096837 shares of Class A Common Stock. |
(3) | These shares are held directly by Insurance Acquisition Sponsor, LLC, which is managed by the Manager. The reporting person is the chief executive officer of Insurance Acquisition Sponsor, LLC and the chairman of the board of the Manager. The reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose. |
(4) | These shares are held directly by Dioptra Advisors, LLC, which is managed by the Manager. The reporting person is the chief executive officer of Dioptra Advisors, LLC and the chairman of the board of the Manager. The reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose. |
(5) | These warrants are held directly by Insurance Acquisition Sponsor, LLC, which is managed by the Manager. The reporting person is the chief executive officer of Insurance Acquisition Sponsor, LLC and the chairman of the board of the Manager. The reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
COHEN DANIEL G 2929 ARCH STREET, SUITE 1703 PHILADELPHIA, PA 19104 | X | X |
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Signatures
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/s/ Amanda Abrams, Attorney-in-Fact | | 10/14/2020 |
**Signature of Reporting Person | Date |
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