4//SEC Filing
Foy Sean 4
Accession 0001213900-20-031584
CIK 0001762322other
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 7:20 PM ET
Size
11.7 KB
Accession
0001213900-20-031584
Insider Transaction Report
Form 4
Foy Sean
See Remarks
Transactions
- Award
Class A Common Stock
2020-10-13+125,801→ 125,801 total - Award
Non-Qualified Stock Option
2020-10-13+27,862→ 27,862 totalExercise: $0.30Exp: 2029-01-28→ Class A Common Stock (27,862 underlying) - Award
Non-Qualified Stock Option
2020-10-13+97,090→ 97,090 totalExercise: $0.30Exp: 2029-07-30→ Class A Common Stock (97,090 underlying)
Footnotes (6)
- [F1]Received in exchange for 1,167,000 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 wholy-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 17,949 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 January 28, 2019. 0 options have vested. The remaining 27,862 options will vest in thirteen (13) substantially equal installments from August 19, 2021 through August 19, 2022.
- [F4]Received pursuant to the Merger in exchange for an option to purchase 433,000 shares of Former Shift common stock.
- [F5]The options were granted on July 31, 2019. 19,721 options have vested. The remaining 77,369 options will be eligible to vest from November 1, 2020 through December 1, 2023 with respect to service, in thirty five (35) substantially equal installments, and with respect to 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 1,508,825 shares of Former Shift common stock.
Documents
Issuer
SHIFT TECHNOLOGIES, INC.
CIK 0001762322
Entity typeother
Related Parties
1- filerCIK 0001828627
Filing Metadata
- Form type
- 4
- Filed
- Oct 14, 8:00 PM ET
- Accepted
- Oct 15, 7:20 PM ET
- Size
- 11.7 KB