Shift Technologies Inc.

12/09/2022 | Press release | Distributed by Public on 12/09/2022 18:10

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
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 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 *
Sheehy Kimberly H.
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SHIFT TECHNOLOGIES INC. , 290 DIVISION STREET SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
SAN FRANCISCO CA 94103
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sheehy Kimberly H.
C/O SHIFT TECHNOLOGIES INC.
290 DIVISION STREET SUITE 400
SAN FRANCISCO, CA94103
X

Signatures

/s/ Jason Curtis, Attorney-in-fact for Kimberly H. Sheehey 2022-12-09
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Received in exchange for 247,714 shares of Class A common stock of CarLotz, Inc. ("CarLotz") pursuant to the terms of the Agreement and Plan of Merger, dated as of August 9, 2022 (the "Merger Agreement"), by and among CarLotz, Shift Technologies, Inc. (the "Issuer") and Shift Remarketing Operations, Inc. ("Merger Sub"), pursuant to which, on December 9, 2022 (the "Effective Time"), among other things, CarLotz was merged with and into Merger Sub, with CarLotz surviving as a wholly owned subsidiary of the Issuer (the "Merger").
(2) (Continued from Footnote 1) In accordance with the terms of the Merger Agreement, at the Effective Time of the Merger, each issued and outstanding share of Class A Common Stock of CarLotz (other than shares of CarLotz Common Stock held in treasury by CarLotz and not on behalf of a third party) (the "CarLotz Common Stock") was converted automatically into the right to receive 0.705241 (the "Exchange Ratio") of a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock of the Issuer (the "Issuer Common Stock"), rounded up to the nearest whole share for any fractional share of Issuer Common Stock that would be issued to any holder of CarLotz Common Stock after aggregating all fractional shares of Issuer Common Stock that would otherwise be received by such holder resulting from the calculation.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.