0001213900-21-006858.txt : 20210204
0001213900-21-006858.hdr.sgml : 20210204
20210204190458
ACCESSION NUMBER: 0001213900-21-006858
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210202
FILED AS OF DATE: 20210204
DATE AS OF CHANGE: 20210204
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Arison George
CENTRAL INDEX KEY: 0001828630
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38839
FILM NUMBER: 21592726
MAIL ADDRESS:
STREET 1: 3727 LA DONNA AVENUE
CITY: PALO ALTO
STATE: CA
ZIP: 94306
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SHIFT TECHNOLOGIES, INC.
CENTRAL INDEX KEY: 0001762322
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500]
IRS NUMBER: 825325852
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2525 16TH STREET
STREET 2: SUITE 316
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
BUSINESS PHONE: (815) 575-6739
MAIL ADDRESS:
STREET 1: 2525 16TH STREET
STREET 2: SUITE 316
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
FORMER COMPANY:
FORMER CONFORMED NAME: Insurance Acquisition Corp.
DATE OF NAME CHANGE: 20181218
4/A
1
ownership.xml
X0306
4/A
2021-02-02
2021-02-03
0
0001762322
SHIFT TECHNOLOGIES, INC.
SFT
0001828630
Arison George
C/O SHIFT TECHNOLOGIES, INC.
2525 16TH STREET, SUITE 316
SAN FRANCISCO
CA
94103
1
1
0
0
See Remarks
Class A Common Stock
2021-02-02
4
A
0
2283204
0
A
2996746
D
Class A Common Stock
132473
I
Held by IGA Holdings, LLC
Class A Common Stock
204769
I
Held by Irakly George LLC
Performance Stock Units
2021-02-02
4
A
0
761068
0
A
Class A Common Stock
761068
761068
D
Represents a grant of Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A common stock, par value $0.0001 per share, of Shift Technologies, Inc. (the "Company"). These RSUs were reported in Table II in the original Form 4 filing. This amendment is being filed to report these RSUs in Table I.
The RSUs vest quarterly over the four-year period commencing October 13, 2020, subject to continued employment with the Company or an affiliate of the Company.
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.
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.
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.
Represents a grant of Performance Stock Units ("PSUs"). Each PSU represents a contingent right to receive one share of Class A common stock, par value $0.0001 per share, of the Company. The PSUs 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 award agreement). Vested PSUs are settled during the first open trading window of the Company following each calendar quarter.
Co-Chief Executive Officer and Chairman of the Board.
/s/ Amanda Bradley, attorney-in-fact for George Arison
2021-02-04