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
                      

1. Name and Address of Reporting Person *

Gupta Karan
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)
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)
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

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
Non-Qualified Stock Option $0.31 10/13/2020  A   74627     (1)3/25/2030 Class A Common Stock 74627  (2)74627 D  
Incentive Stock Option $3.35 10/13/2020  A   29812     (3)3/25/2030 Class A Common Stock 29812  (4)29812 D  

Explanation of Responses:
(1) The options were granted on March 26, 2020. 0 options have vested. The remaining 74,627 options will vest in thirty seven (37) substantially equal monthly installments from December 25, 2020 through December 25, 2023.
(2) Received in exchange for an option to purchase 1,177,420 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 (as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of August 19, 2020, the "Merger").
(3) The options were granted on March 26, 2020. 0 options have vested. The remaining 29,812 options will vest in one (1) installment on December 25, 2020.
(4) Received pursuant to the Merger in exchange for an option to purchase 322,580 shares of Former Shift common stock.

Remarks:
Senior Vice President of Engineering.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Gupta Karan
C/O SHIFT TECHNOLOGIES, INC.
2525 16TH STREET, SUITE 316
SAN FRANCISCO, CA 94103


See Remarks

Signatures
/s/ Amanda Bradley, attorney-in-fact for Karan Gupta10/15/2020
**Signature of Reporting PersonDate

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