Statement of Changes in Beneficial Ownership (4)
October 15 2020 - 7:20PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
Arison George |
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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O SHIFT TECHNOLOGIES, INC., 2525 16TH STREET, SUITE 316 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/13/2020 |
(Street)
SAN FRANCISCO, CA 94103
(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 | | 743542 | A | (1) | 743542 (2) | D | |
Class A Common Stock | 10/13/2020 | | A | | 132473 | A | (3) | 132473 (4) | I | Held by IGA Holdings, LLC |
Class A Common Stock | 10/13/2020 | | A | | 204769 | A | (5) | 204769 (6) | I | Held by Irakly George LLC |
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 |
Non-Qualified Stock Option | $0.30 | 10/13/2020 | | A | | 336042 | | (7) | 7/30/2029 | Class A Common Stock | 336042 | (8) | 336042 | D | |
Explanation of Responses: |
(1) | Received in exchange for 6,897,543 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 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 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) | Received in exchange for 1,228,888 shares of Former Shift common stock pursuant to the Merger. |
(4) | 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 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. |
(5) | Received in exchange for 1,899,550 shares of Former Shift common stock pursuant to the Merger. |
(6) | 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 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. |
(7) | The options were granted on July 31, 2019. 166,606 options have vested. The remaining 169,436 options will be eligible to vest from November 1, 2020 through December 1, 2022 with respect to service, in nineteen (19) substantially equal installments, and with respect to performance, subject to the Board's annual determination that performance criteria were satisfied for certain of the options to vest each year. |
(8) | Received pursuant to the Merger in exchange for an option to purchase 5,222,253 shares of Former Shift common stock. |
Remarks: Co-Chief Executive Officer and Chairman of the Board. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Arison George C/O SHIFT TECHNOLOGIES, INC. 2525 16TH STREET, SUITE 316 SAN FRANCISCO, CA 94103 | X |
| See Remarks |
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Signatures
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/s/ Amanda Bradley, attorney-in-fact for George Arison | | 10/15/2020 |
**Signature of Reporting Person | Date |
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