4//SEC Filing
Russell Tobias 4
Accession 0001213900-20-031585
CIK 0001762322other
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 7:21 PM ET
Size
11.7 KB
Accession
0001213900-20-031585
Insider Transaction Report
Form 4
Russell Tobias
DirectorSee Remarks
Transactions
- Award
Class A Common Stock
2020-10-13+770,577→ 770,577 total - Award
Non-Qualified Stock Option
2020-10-13+496→ 496 totalExercise: $0.08Exp: 2027-09-12→ Class A Common Stock (496 underlying) - Award
Non-Qualified Stock Option
2020-10-13+525,468→ 525,468 totalExercise: $0.30Exp: 2029-07-30→ Class A Common Stock (525,468 underlying)
Footnotes (6)
- [F1]Received in exchange for 7,148,333 shares of common stock of Shift Technologies, Inc., a Delaware corporation ("Former Shift"), pursuant to the Agreement and Plan of Merger, dated as of June 29, 2020, by and among Insurance Acquisition Corp., a Delaware corporation ("IAC"), Former Shift, and IAC Merger Sub, Inc., a wholly-owned subsidiary of IAC ("Merger Sub") (as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of August 19, 2020, the "Merger").
- [F2]Includes 109,944 shares held in escrow ("Additional Shares"). If the reported closing sale price of the company's common stock does not exceed $12.00 per share for 20 out of any 30 consecutive trading days during the first 12 months following the closing of the Merger, which we refer to as the First Threshold, then fifty percent (50%) of the Additional Shares will be returned to the company (and either placed into treasury or retired, in the discretion of the company). If the First Threshold is reached, such Additional Shares will be released from escrow. If the reported closing sale price of our common stock does not exceed $15.00 per share for 20 out of any 30 consecutive trading days during the first 30 months following the closing of the Merger, which we refer to as the Second Threshold, then fifty percent (50%) of the Additional Shares will be returned to the company (and either placed into treasury or retired, in the discretion of the company). If the Second Threshold is reached, such Additional Shares will be released from escrow.
- [F3]The options were granted on September 13, 2017. 0 options have vested. The remaining 496 options will vest in one (1) installment on January 1, 2021.
- [F4]Received pursuant to the Merger in exchange for an option to purchase 5,834 shares of Former Shift common stock.
- [F5]The options were granted on July 31, 2019. 274,797 options have vested. The remaining 250,671 options will be eligible to vest from November 1, 2020 through October 1, 2022 with respect to service, in eighteen (18) substantially equal installments, and with respect of performance, subject to the Board's annual determination that performance criteria were satisfied for certain of the options to vest each year.
- [F6]Received pursuant to the Merger in exchange for an option to purchase 8,166,012 shares of Former Shift common stock.
Documents
Issuer
SHIFT TECHNOLOGIES, INC.
CIK 0001762322
Entity typeother
Related Parties
1- filerCIK 0001828617
Filing Metadata
- Form type
- 4
- Filed
- Oct 14, 8:00 PM ET
- Accepted
- Oct 15, 7:21 PM ET
- Size
- 11.7 KB