4//SEC Filing
Sheehy Kimberly H. 4
Accession 0001762322-22-000139
CIK 0001762322other
Filed
Dec 8, 7:00 PM ET
Accepted
Dec 9, 7:09 PM ET
Size
6.2 KB
Accession
0001762322-22-000139
Insider Transaction Report
Form 4
Sheehy Kimberly H.
Director
Transactions
- Award
Class A Common Stock
2022-12-09+174,699→ 174,699 total
Footnotes (2)
- [F1]Received in exchange for 247,714 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.
Documents
Issuer
SHIFT TECHNOLOGIES, INC.
CIK 0001762322
Entity typeother
Related Parties
1- filerCIK 0001567047
Filing Metadata
- Form type
- 4
- Filed
- Dec 8, 7:00 PM ET
- Accepted
- Dec 9, 7:09 PM ET
- Size
- 6.2 KB