Sec Form 4 Filing - Absher Scott W @ ShiftPixy, Inc. - 2023-08-22-05:00

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 Absher Scott W 2. Issuer Name and Ticker or Trading Symbol ShiftPixy, Inc. [ PIXY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 4101 NW 25TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/22-05:00/2023 (Street) MIAMI, FL33142 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

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 Option for Preferred Class A Stock ( 1 ) $ 0.0001 ( 2 ) 08/22-05:00/2023 M( 1 ) 1 ( 1 ) ( 3 ) ( 4 ) Preferred Class A Stock 4,744,234 ( 5 ) 4,744,234 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Absher Scott W 4101 NW 25TH STREET MIAMI, FL33142 X X CEO Signatures /s/ Scott W. Absher 09/11-05:00/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As previously reported, the Board of Directors of the Issuer granted to the Reporting Person an option to acquire 4,744,234 shares of the Issuer's Preferred Class A Stock, par value $0.0001 per share. The option was issued to the Reporting Person to compensate him for assisting the Issuer to secure compliance with Nasdaq's public float requirements in 2022, in connection with a reverse stock split, by donating nearly all of his previously held shares of common stock in the Issuer to 5 different charities. The option is exercisable at any time following its issuance, subject to the conditions that the Issuer complete a reverse stock split and that the Reporting Person donate between 5 and 10% of his shares of common stock to one or more charitable organizations. The 4,744,234 shares of the Issuer's Preferred Class A Stock are convertible for up to 4,744,234 shares of the Issuer's common stock. ( 2 )When the conditions for exercise are fulfilled, the option can be exercised upon submission of required documentation and the exercise price of the applicable par value per share based on the number of shares for which the option is exercised. ( 3 )The option is exercisable any time after the conditions of exercise are fulfilled. (See note 1.) ( 4 )The option expires 12 months following the Issuer's next reverse split, if any, of its common stock. ( 5 )No cost was assigned to the option in as much as it was in the nature of an award for the Reporting Person's past actions. (See note 1.) ( 6 )Assumes full exercise of the subject option and accordingly includes the 4,744,234 shares of the Issuer's Preferred Class A Stock, which are convertible to 4,744,234 shares of the Issuer's common stock and excludes 13 shares of common stock underlying options exercisable within 60 days of October 1, 2023.

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