Statement of Changes in Beneficial Ownership (4)

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) 2/2/2021
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*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 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	2/2/2021		A		76107		⁽²⁾	⁽²⁾	Class A Common Stock	76107	$0	76107	D
Restricted Stock Units	⁽¹⁾	2/2/2021		A		38054		⁽³⁾	⁽³⁾	Class A Common Stock	38054	$0	38054	D
Restricted Stock Units	⁽¹⁾	2/2/2021		A		38054		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	38054	$0	38054	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 (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.
(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:
Senior Vice President of Engineering.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gupta Karan C/O SHIFT TECHNOLOGIES, INC. 2525 16TH STREET, SUITE 316 SAN FRANCISCO, CA 94103			See Remarks