Sec Form 4 Filing - Holmes John Stephen @ ShiftPixy, Inc. - 2018-04-27-06:00

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Holmes John Stephen
2. Issuer Name and Ticker or Trading Symbol
ShiftPixy, Inc. [ PIXY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
22 TRAILING IVY
3. Date of Earliest Transaction (MM/DD/YY)
04/27-06:00/2018
(Street)
IRVINE, CA92620
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 04/27-06:00/2018 J( 1 ) 710,000 D $ 0 ( 1 ) 11,790,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Holmes John Stephen
22 TRAILING IVY
IRVINE, CA92620
X
Signatures
/s/ J. Stephen Holmes 05/01-06:00/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 27, 2018, the Reporting Person transferred and pledged 710,000 shares to Stock Loan Solutions, LLC ("Lender") as collateral for a non-recourse loan. The term of the loan is 3 years. The Reporting Person intends to use a portion of the proceeds from the term loan to liquidate some personal obligations. As beneficial owner of the shares pledged to it as collateral, Lender may take any and all actions with respect to such shares, including selling, assigning, transferring, pledging, hypothecating, lending, or encumbering the same, or enter into hedging arrangements, or create and trade derivative instruments backed by such shares as called for in the loan agreements. Absent a default, the Reporting Person retains a conditional right to exercise the voting rights applicable to such shares. The Reporting Person may, within applicable timeframes, elect for the loan to be a Full Recourse Loan, thereby retaining the right to recover the collateral.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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