George Arison - May 27, 2021 Form 4 Insider Report for SHIFT TECHNOLOGIES, INC. (SFT)

Signature
/s/ Jennifer Gaines, attorney-in-fact for George Arison
Stock symbol
SFT
Transactions as of
May 27, 2021
Transactions value $
$71,159
Form type
4
Date filed
6/1/2021, 04:19 PM
Next filing
Jul 22, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SFT Class A Common Stock Purchase $71.2K +10K +0.33% $7.12 3.01M May 27, 2021 Direct F1, F2
transaction SFT Class A Common Stock Sale -$57 -8 0% $7.14 3.01M May 27, 2021 Direct F2, F3
holding SFT Class A Common Stock 132K May 27, 2021 Held by IGA Holdings, LLC F4
holding SFT Class A Common Stock 205K May 27, 2021 Held by Irakly George LLC F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Price reported constitutes the average weighted price of shares purchased. Shares were purchased at varying prices in the range of $7.0899 - $7.1450. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares purchased at each separate price.
F2 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.
F3 The reporting person's sale of 8 shares reported herein was matchable under Section 16(b) of the Securities Exchange Act with the reporting person's purchase of 8 shares at a price of $7.0899 reported herein. The reporting person voluntarily agreed to disgorge the amount of $0.42 to the Company on June 1, 2021, representing the maximum calculable profit realized in connection with the short-swing transaction.
F4 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.
F5 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.

Remarks:

Co-Chief Executive Officer and Chairman of the Board.