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