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
                      

1. Name and Address of Reporting Person *

Pooler Joseph W. Jr.
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 Accounting Officer
(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)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  M(1)  30000 A$0.00 30000 I See Footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (1)10/13/2020  M     30000   (1) (1)Class A Common Stock 30000  (1)0 D  

Explanation of Responses:
(1) 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, the outstanding shares of Class B Common Stock beneficially owned by the reporting person converted automatically into shares of Class A Common Stock on a one-for-one basis.
(2) These shares are held directly by Dioptra Advisors, LLC. The reporting person disclaims beneficial ownership of these securities, except to the extent of his 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Pooler Joseph W. Jr.
2929 ARCH STREET, SUITE 1703
PHILADELPHIA, PA 19104


Chief Accounting Officer

Signatures
/s/ Amanda Abrams, Attorney-in-Fact10/14/2020
**Signature of Reporting PersonDate

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