Scott W. Absher - Aug 22, 2023 Form 4 Insider Report for ShiftPixy, Inc. (PIXY)

Signature
/s/ Scott W. Absher
Stock symbol
PIXY
Transactions as of
Aug 22, 2023
Transactions value $
$0
Form type
4
Date filed
9/11/2023, 05:33 PM
Previous filing
Sep 2, 2022
Next filing
Sep 26, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PIXY Option for Preferred Class A Stock Options Exercise +1 +0% 4.74M Aug 22, 2023 Preferred Class A Stock 4.74M $0.00 Direct F1, F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As previously reported, the Board of Directors of the Issuer granted to the Reporting Person an option to acquire 4,744,234 shares of the Issuer's Preferred Class A Stock, par value $0.0001 per share. The option was issued to the Reporting Person to compensate him for assisting the Issuer to secure compliance with Nasdaq's public float requirements in 2022, in connection with a reverse stock split, by donating nearly all of his previously held shares of common stock in the Issuer to 5 different charities. The option is exercisable at any time following its issuance, subject to the conditions that the Issuer complete a reverse stock split and that the Reporting Person donate between 5 and 10% of his shares of common stock to one or more charitable organizations. The 4,744,234 shares of the Issuer's Preferred Class A Stock are convertible for up to 4,744,234 shares of the Issuer's common stock.
F2 When the conditions for exercise are fulfilled, the option can be exercised upon submission of required documentation and the exercise price of the applicable par value per share based on the number of shares for which the option is exercised.
F3 The option is exercisable any time after the conditions of exercise are fulfilled. (See note 1.)
F4 The option expires 12 months following the Issuer's next reverse split, if any, of its common stock.
F5 No cost was assigned to the option in as much as it was in the nature of an award for the Reporting Person's past actions. (See note 1.)
F6 Assumes full exercise of the subject option and accordingly includes the 4,744,234 shares of the Issuer's Preferred Class A Stock, which are convertible to 4,744,234 shares of the Issuer's common stock and excludes 13 shares of common stock underlying options exercisable within 60 days of October 1, 2023.