Scott W. Absher - Oct 15, 2023 Form 4 Insider Report for ShiftPixy, Inc. (PIXY)

Signature
/s/ Scott W. Absher
Stock symbol
PIXY
Transactions as of
Oct 15, 2023
Transactions value $
$0
Form type
4
Date filed
10/16/2023, 04:05 PM
Previous filing
Oct 13, 2023
Next filing
Sep 10, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PIXY Common Stock, Par Value $0.0001 Per Share Options Exercise +4.74M +78520.92% 4.75M Oct 15, 2023 Direct F1, F2, F3

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 -100% 0 Oct 15, 2023 Preferred Class A Stock 4.74M $474.42 Direct F2, F4, F5, F6, F7, F8, F9
transaction PIXY Preferred Class A Stock, par value $0.0001 per share Options Exercise +4.74M 4.74M Oct 15, 2023 Common Stock par value $0.0001 per share 4.74M $474.42 Direct F2, F9, F10, F11, F12, F13
transaction PIXY Preferred Class A Stock, par value $0.0001 per share Options Exercise -4.74M -100% 0 Oct 15, 2023 Common Stock par value $0.0001 per share 4.74M Direct F8, F10, F12, F13, F14, F15, F16
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person received 4,744,234 shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock") upon conversion of 4,744,234 shares of the Issuer's Preferred Class A Stock, par value $0.0001 per share ("Preferred Stock"). (See note 15.)
F2 The Reporting Person paid a total of $474.42 to exercise an option to obtain the 4,744,234 shares of Preferred Stock. The price excludes amounts paid to obtain the option. (See note 8.) There was no additional cost to convert the shares of Preferred Stock to Common Stock.
F3 Prior to the reported transaction, the Reporting Person held 6,042 shares (145,000 shares as adjusted for the reverse stock split that went into effect on October 14, 2023) of the Issuer's Common Stock. Excludes 13 shares of common stock underlying options exercisable within 60 days of October 16, 2023.
F4 The Reporting Person exercised an option, received on 8/22/2023, to acquire 4,744,234 shares of Preferred Stock. (See note 2.)
F5 Only a single option instrument provided for the exercise and the right to receive the shares of Preferred Stock; upon exercise the single option was concluded.
F6 The option was exercisable at any time following its issuance, subject to the conditions that the Company complete a reverse stock split and that the Reporting Person donation between 5 and 10% of his shares of Common Stock to one or more charitable organizations. The conditions were fulfilled prior to Reporting Person's exercise of the option.
F7 The option expires 12 months following the Issuer's reverse split, if any, of its Common Stock, following the issuance of the option.
F8 No cost was assigned to the option inasmuch as it was in the nature of an award for the Reporting Person's past actions. 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 to 5 different charities. (See note 2.)
F9 Following exercise of the option, the Reporting Person received 4,744,234 shares of the Issuer's Preferred Stock; the Reporting Person holds no other options for the Issuer's Preferred Stock.
F10 The Reporting Person paid a total of $474.42 in exercising an option to obtain the 4,744,234 shares of Preferred Stock. The price excludes amounts paid to obtain the option. (See note 8.) There is no additional cost to convert the shares of Preferred Stock to Common Stock.
F11 The Reporting Person acquired 4,744,234 shares of Preferred Stock upon the exercise of an option. (See note 4.)
F12 The shares of Preferred Stock are convertible to Common Stock at any time.
F13 There was no expiration date on the ability of the Reporting Person to convert the shares of Preferred Stock to Common Stock.
F14 No price was required to be paid to convert the shares of Preferred Stock to shares of Common Stock. (See note 2.)
F15 The Reporting Person converted 4,744,234 shares of Preferred Stock to 4,744,234 shares of Common Stock. (See note 1.)
F16 Following the reported transaction, the Reporting Person holds no additional shares of the Issuer's Preferred Stock.