Luis Igancio Solorzano Aizpuru - Dec 9, 2022 Form 4 Insider Report for SHIFT TECHNOLOGIES, INC. (SFT)

Role
Director
Signature
Jason Curtis, Attorney-in-fact for Mr. Solorzano
Stock symbol
SFT
Transactions as of
Dec 9, 2022
Transactions value $
$0
Form type
4
Date filed
12/9/2022, 06:09 PM
Previous filing
Jun 6, 2022
Next filing
May 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SFT Class A Common Stock Award $0 +171K $0.00 171K Dec 9, 2022 Direct F1, F2
transaction SFT Class A Common Stock Award $0 +5.17M $0.00 5.17M Dec 9, 2022 See Footnote F3, F4

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 SFT Private Placement Warrants Award $0 +893K $0.00 893K Dec 9, 2022 Class A Common Stock 893K $16.31 See Footnote F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for 242,435 shares of Class A common stock of CarLotz, Inc. ("CarLotz") pursuant to the terms of the Agreement and Plan of Merger, dated as of August 9, 2022 (the "Merger Agreement"), by and among CarLotz, Shift Technologies, Inc. (the "Issuer") and Shift Remarketing Operations, Inc. ("Merger Sub"), pursuant to which, on December 9, 2022 (the "Effective Time"), among other things, CarLotz was merged with and into Merger Sub, with CarLotz surviving as a wholly owned subsidiary of the Issuer (the "Merger").
F2 (Continued from Footnote 1) In accordance with the terms of the Merger Agreement, at the Effective Time of the Merger, each issued and outstanding share of Class A Common Stock of CarLotz (other than shares of CarLotz Common Stock held in treasury by CarLotz and not on behalf of a third party) (the "CarLotz Common Stock") was converted automatically into the right to receive 0.705241 (the "Exchange Ratio") of a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock of the Issuer (the "Issuer Common Stock"), rounded up to the nearest whole share for any fractional share of Issuer Common Stock that would be issued to any holder of CarLotz Common Stock after aggregating all fractional shares of Issuer Common Stock that would otherwise be received by such holder resulting from the calculation.
F3 Received in exchange for 7,331,521 shares of CarLotz Common Stock pursuant to the terms of the Merger Agreement.
F4 Represents securities held by Acamar Partners Sponsor I LLC ("Acamar Sponsor"). Mr. Solorzano is a managing member of Acamar Sponsor and shares the voting and dispositive power of the securities held by Acamar Sponsor. Accordingly, Mr. Solorzano may be deemed to have or share beneficial ownership of such securities, Mr. Solorzano disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F5 Received in exchange for 1,266,884 CarLotz warrants. In accordance with the terms of the Merger Agreement, at the Effective Time, such outstanding CarLotz warrants were assumed by the Issuer and converted into an equivalent warrant denominated in Issuer Common Stock, with equitable adjustments such that the number of shares subject to such warrant was multiplied by the Exchange Ratio and the exercise price of such warrant was divided by the Exchange Ratio.