James E. Skinner - Dec 9, 2022 Form 4 Insider Report for SHIFT TECHNOLOGIES, INC. (SFT)

Role
Director
Signature
Jason Curtis, Attorney-in-fact for James E. Skinner
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
Apr 21, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SFT Class A Common Stock Award $0 +182K $0.00 182K Dec 9, 2022 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for 257,714 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.