0001213900-21-020244.txt : 20210405 0001213900-21-020244.hdr.sgml : 20210405 20210405202356 ACCESSION NUMBER: 0001213900-21-020244 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210405 FILED AS OF DATE: 20210405 DATE AS OF CHANGE: 20210405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Arison George CENTRAL INDEX KEY: 0001828630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38839 FILM NUMBER: 21807725 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 1 ownership.xml X0306 4 2021-04-05 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 2021-04-05 4 J 0 1044272 0 D 1952474 D Class A Common Stock 2021-04-05 4 A 0 1044272 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 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 previously-granted awards have been cancelled. 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. The RSUs vest quarterly in accordance with the vesting schedule set forth in the Grant Agreement over the four-year period commencing October 13, 2020, subject to continued employment with the Company or an affiliate of the Company. These awards were granted to the Reporting Person in replacement of the cancelled awards described in footnote 2 above. 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. Co-Chief Executive Officer and Chairman of the Board. Exhibit 24 - Power of Attorney /s/ Jennifer Gaines, attorney-in-fact for George Arison 2021-04-05 EX-24 2 ea139056-ex24_poa.htm POWER OF ATTORNEY

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that I hereby constitute and appoint each of Toby Russell and Jennifer Gaines my true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution for me and in my name, place and stead, to:

prepare, execute for and on behalf of the undersigned, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID (including any amendments thereto) and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (as amended, the "Exchange Act") or any rule or regulation of the SEC;

execute for me and on my behalf, in my capacity as an officer and/or director of Shift Technologies, Inc., Forms 3, 4 or 5 in accordance with Section 16(a) of the Exchange Act and the rules promulgated thereunder;

complete and execute for and on behalf of the undersigned, one or more Forms 144 under the Securities Act of 1933, as amended, as and when authorized by the undersigned telephonically or by electronic transmission (including e-mail);

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, 3, 4, 5 or 144 or any other form (including any amendment thereto) and timely file such form with the SEC and any stock exchange or similar authority; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to me, in my best interest or legally required by me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

I hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is Shift Technologies, Inc. assuming, any of my responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4 and 5 with respect to my holdings of and transactions in securities of Shift Technologies, Inc., unless earlier revoked by me in a signed writing delivered to the attorneys-in-fact named above.

IN WITNESS WHEREOF, I have signed this Power of Attorney on April 5, 2021.

/s/ George Arison

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George Arison

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