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 *

Foy Sean
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)
Chief Operating Officer
(Last)          (First)          (Middle)

C/O SHIFT TECHNOLOGIES, INC., 290 DIVISION STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

10/13/2021
(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 10/13/2021  J(1)  8974 D$10 (2)329108 D  

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) Forfeiture of shares of company common stock held in escrow in connection with the closing of the merger (the "Merger") of Shift Platform, Inc., a Delaware corporation (formerly known as Shift Technologies, Inc.), with a wholly-owned subsidiary of the company, and returned to the company due to the reported closing sale price of the company's common stock not exceeding $12.00 per share for 20 out of any 30 consecutive trading days during the first 12 months following October 13, 2020.
(2) The merger agreement entered into in connection with the Merger placed a value on the company's common stock of $10 a share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Foy Sean
C/O SHIFT TECHNOLOGIES, INC.
290 DIVISION STREET, SUITE 400
SAN FRANCISCO, CA 94103


Chief Operating Officer

Signatures
/s/ George Arison, attorney-in-fact for Sean Foy10/15/2021
**Signature of Reporting PersonDate

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