Statement of Changes in Beneficial Ownership (4)
February 03 2021 - 5:05PM
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
*
Russell Tobias |
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)
2/2/2021 |
(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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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 |
Restricted Stock Units | (1) | 2/2/2021 | | A | | 1522136 | | (2) | (2) | Class A Common Stock | 1522136 | $0 | 1522136 | D | |
Restricted Stock Units | (1) | 2/2/2021 | | A | | 761068 | | (3) | (3) | Class A Common Stock | 761068 | $0 | 761068 | D | |
Restricted Stock Units | (1) | 2/2/2021 | | A | | 761068 | | (4) | (4) | Class A Common Stock | 761068 | $0 | 761068 | D | |
Explanation of Responses: |
(1) | Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock, par value $0.001 per share, of Shift Technologies, Inc. (the "Company"). |
(2) | The RSUs vest quarterly over the two-year period following October 13, 2020, subject to continued employment with the Company or an affiliate of the Company. Vested RSUs are settled during the first open trading window of the Company following each calendar quarter; however, any RSUs vested on or before December 31, 2021 shall be settled during the first open trading window of the Company following December 31, 2021. |
(3) | The RSUs vest quarterly over the two-year period commencing on October 13, 2022, subject to continued employment with the Company or an affiliate of the Company. Vested RSUs are settled during the first open trading window of the Company following each calendar quarter; however, any RSUs vested on or before December 31, 2021 shall be settled during the first open trading window of the Company following December 31, 2021. |
(4) | The RSUs vest quarterly over the two-year period commencing on October 13, 2022, subject to the achievement of the applicable pre-determined performance target for the applicable performance year and the continued employment with the Company or an affiliate of the Company (subject to certain exceptions for termination without cause or for good reason as described in the RSU Agreement). Vested RSUs are settled during the first open trading window of the Company following each calendar quarter. |
Remarks: Co-Chief Executive Officer and President. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Russell Tobias 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 Tobias Russell | | 2/3/2021 |
**Signature of Reporting Person | Date |
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