Scott W. Absher - Sep 6, 2024 Form 4 Insider Report for ShiftPixy, Inc. (PIXY)

Signature
/s/ Scott W. Absher
Stock symbol
PIXY
Transactions as of
Sep 6, 2024
Transactions value $
$0
Form type
4
Date filed
9/10/2024, 04:30 PM
Previous filing
Oct 16, 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% 5.3M Sep 6, 2024 Preferred Class A 5.3M $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 5,302,277 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 October of 2023, in connection with a reverse stock split, by donating nearly all of his previously held shares of common stock in the Issuer to five (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 at least 50% of his shares of common stock to one or more charitable organizations. The 5,302,277 shares of the Issuer's Preferred Class A Stock are convertible for up to 5,302,277 shares of the Issuer's common stock. Each share of Class A preferred stock is not impacted by any reverse stock split.
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 5,302,277 shares of the Issuer's Preferred Class A Stock, which are convertible to 5,302,277 shares of the Issuer's common stock. The Company's Chief Executive Officer will donate all of its current shares of common stock to various Charities as a condition to the exercise of such option along with the effectiveness of a future reverse stock split.