Cohen & Company, LLC 4
4 · SHIFT TECHNOLOGIES, INC. · Filed Oct 14, 2020
Insider Transaction Report
Form 4
Cohen & Company, LLC
10% Owner
Transactions
- Award
Class A Common Stock
2020-10-13$10.00/sh+600,000$6,000,000→ 600,000 total(indirect: See footnote) - Exercise/Conversion
Class A Common Stock
2020-10-13+2,056,570→ 2,431,570 total(indirect: See footnote) - Exercise/Conversion
Class A Common Stock
2020-10-13+3,540,956→ 3,540,956 total(indirect: See footnote) - Exercise/Conversion
Class B Common Stock
2020-10-13−1,875,000→ 0 total(indirect: See footnote)→ Class A Common Stock (2,056,570 underlying) - Exercise/Conversion
Class B Common Stock
2020-10-13−3,228,333→ 0 total(indirect: See footnote)→ Class A Common Stock (3,540,956 underlying)
Holdings
- 187,500(indirect: See footnote)
Warrants
Exercise: $11.50From: 2020-11-12Exp: 2025-10-13→ Class A Common Stock (187,500 underlying)
Footnotes (5)
- [F1]These shares are held directly by INSU Pipe Sponsor, LLC, which is managed by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.
- [F2]On October 13, 2020, the issuer acquired Shift Technologies, Inc. ("Shift") by the merger (the "Merger") of IAC Merger Sub, Inc., a wholly-owned subsidiary of the issuer, with and into Shift, with Shift surviving as a wholly-owned subsidiary of the issuer. As a result of the Merger, each of the issuer's outstanding shares of Class B Common Stock converted automatically into 1.096837 shares of Class A Common Stock.
- [F3]These shares are held directly by Insurance Acquisition Sponsor, LLC, which is managed by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.
- [F4]These shares are held directly by Dioptra Advisors, LLC, which is managed by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.
- [F5]These warrants are held directly by Insurance Acquisition Sponsor, LLC, which is managed by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.