Sec Form 4 Filing - Absher Scott W @ ShiftPixy, Inc. - 2023-10-15-05:00

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) 10/15-05:00/2023 (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 Common Stock, Par Value $0.0001 Per Share 10/15-05:00/2023 M( 1 ) 4,744,234 A 4,750,276 ( 3 ) 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 Option for Preferred Class A Stock $ 474.42 ( 2 ) 10/15-05:00/2023 M( 4 ) 1 ( 5 ) ( 6 ) ( 7 ) Preferred Class A Stock 4,744,234 ( 8 ) 0 ( 9 ) D Preferred Class A Stock, par value $0.0001 per share $ 474.42 ( 10 ) 10/15-05:00/2023 M( 11 ) 4,744,234 ( 12 ) ( 13 ) Common Stock par value $0.0001 per share 4,744,234 ( 2 ) 4,744,234 ( 9 ) D Preferred Class A Stock, par value $0.0001 per share ( 14 ) 10/15-05:00/2023 M( 15 ) 4,744,234 ( 12 ) ( 13 ) Common Stock par value $0.0001 per share 4,744,234 ( 8 ) ( 10 ) 0 ( 16 ) 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 10/16-05:00/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person received 4,744,234 shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock") upon conversion of 4,744,234 shares of the Issuer's Preferred Class A Stock, par value $0.0001 per share ("Preferred Stock"). (See note 15.) ( 2 )The Reporting Person paid a total of $474.42 to exercise an option to obtain the 4,744,234 shares of Preferred Stock. The price excludes amounts paid to obtain the option. (See note 8.) There was no additional cost to convert the shares of Preferred Stock to Common Stock. ( 3 )Prior to the reported transaction, the Reporting Person held 6,042 shares (145,000 shares as adjusted for the reverse stock split that went into effect on October 14, 2023) of the Issuer's Common Stock. Excludes 13 shares of common stock underlying options exercisable within 60 days of October 16, 2023. ( 4 )The Reporting Person exercised an option, received on 8/22/2023, to acquire 4,744,234 shares of Preferred Stock. (See note 2.) ( 5 )Only a single option instrument provided for the exercise and the right to receive the shares of Preferred Stock; upon exercise the single option was concluded. ( 6 )The option was exercisable at any time following its issuance, subject to the conditions that the Company complete a reverse stock split and that the Reporting Person donation between 5 and 10% of his shares of Common Stock to one or more charitable organizations. The conditions were fulfilled prior to Reporting Person's exercise of the option. ( 7 )The option expires 12 months following the Issuer's reverse split, if any, of its Common Stock, following the issuance of the option. ( 8 )No cost was assigned to the option inasmuch as it was in the nature of an award for the Reporting Person's past actions. 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 to 5 different charities. (See note 2.) ( 9 )Following exercise of the option, the Reporting Person received 4,744,234 shares of the Issuer's Preferred Stock; the Reporting Person holds no other options for the Issuer's Preferred Stock. ( 10 )The Reporting Person paid a total of $474.42 in exercising an option to obtain the 4,744,234 shares of Preferred Stock. The price excludes amounts paid to obtain the option. (See note 8.) There is no additional cost to convert the shares of Preferred Stock to Common Stock. ( 11 )The Reporting Person acquired 4,744,234 shares of Preferred Stock upon the exercise of an option. (See note 4.) ( 12 )The shares of Preferred Stock are convertible to Common Stock at any time. ( 13 )There was no expiration date on the ability of the Reporting Person to convert the shares of Preferred Stock to Common Stock. ( 14 )No price was required to be paid to convert the shares of Preferred Stock to shares of Common Stock. (See note 2.) ( 15 )The Reporting Person converted 4,744,234 shares of Preferred Stock to 4,744,234 shares of Common Stock. (See note 1.) ( 16 )Following the reported transaction, the Reporting Person holds no additional shares of the Issuer's Preferred Stock.

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).

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