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 *

Arison George
2. Issuer Name and Ticker or Trading Symbol

SHIFT TECHNOLOGIES, INC. [ SFT ]
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 310
3. Date of Earliest Transaction (MM/DD/YYYY)

5/27/2021
(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)
Code V Amount (A) or (D) Price
Class A Common Stock 5/27/2021  P  10008 A$7.1159 (1)3006754 (2)D  
Class A Common Stock 5/27/2021  S  8 (3)D$7.1417 3006746 (2)D  
Class A Common Stock         132473 (4)I Held by IGA Holdings, LLC 
Class A Common Stock         204769 (5)I Held by Irakly George LLC 

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

Explanation of Responses:
(1) Price reported constitutes the average weighted price of shares purchased. Shares were purchased at varying prices in the range of $7.0899 - $7.1450. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares purchased at each separate price.
(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 October 13, 2020, then 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 such 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 October 13, 2020, then 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 such threshold is reached, such Additional Shares will be released from escrow.
(3) The reporting person's sale of 8 shares reported herein was matchable under Section 16(b) of the Securities Exchange Act with the reporting person's purchase of 8 shares at a price of $7.0899 reported herein. The reporting person voluntarily agreed to disgorge the amount of $0.42 to the Company on June 1, 2021, representing the maximum calculable profit realized in connection with the short-swing transaction.
(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 October 13, 2020, then 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 such 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 October 13, 2020, then 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 such threshold is reached, such Additional Shares will be released from escrow.
(5) 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 October 13, 2020, then 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 such 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 October 13, 2020, then 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 such threshold is reached, such Additional Shares will be released from escrow.

Remarks:
Co-Chief Executive Officer and Chairman of the Board.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Arison George
C/O SHIFT TECHNOLOGIES, INC.
2525 16TH STREET, SUITE 310
SAN FRANCISCO, CA 94103
X
See Remarks

Signatures
/s/ Jennifer Gaines, attorney-in-fact for George Arison6/1/2021
**Signature of Reporting PersonDate

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