Sec Form 4 Filing - COHEN DANIEL G @ SHIFT TECHNOLOGIES, INC. - 2020-10-13

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
COHEN DANIEL G
2. Issuer Name and Ticker or Trading Symbol
SHIFT TECHNOLOGIES, INC. [ SFT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2929 ARCH STREET, SUITE 1703
3. Date of Earliest Transaction (MM/DD/YY)
10/13/2020
(Street)
PHILADELPHIA, PA19104
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
Class A Common Stock 10/13/2020 A 600,000 A $ 10 600,000 I See footnote ( 1 )
Class A Common Stock 10/13/2020 M( 2 ) 2,056,570 A $ 0 2,431,570 I See footnote ( 3 )
Class A Common Stock 10/13/2020 M( 2 ) 3,540,956 A $ 0 3,540,956 I See footnote ( 4 )
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
Class B Common Stock ( 2 ) 10/13/2020 M 1,875,000 ( 2 ) ( 2 ) Class A Common Stock 2,056,570 ( 2 ) 0 I See footnote ( 3 )
Class B Common Stock ( 2 ) 10/13/2020 M 3,228,333 ( 2 ) ( 2 ) Class A Common Stock 3,540,956 ( 2 ) 0 I See footnote ( 4 )
Warrants $ 11.5 11/12/2020 10/13/2025 Class A Common Stock 187,500 187,500 I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COHEN DANIEL G
2929 ARCH STREET, SUITE 1703
PHILADELPHIA, PA19104
X X
Signatures
/s/ Amanda Abrams, Attorney-in-Fact 10/14/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held directly by INSU Pipe Sponsor, LLC, which is managed by Cohen & Company, LLC (the "Manager"). The reporting person is the chief executive officer of INSU Pipe Sponsor, LLC and the chairman of the board of the Manager. The reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.
( 2 )On October 13, 2020, the issuer acquired Shift Technologies, Inc. ("Shift") by the merger (the "Merger") of IAC Merger Sub, Inc., a wholly-owned subsidiary of the issuer, with and into Shift, with Shift surviving as a wholly-owned subsidiary of the issuer. As a result of the Merger, each of the issuer's outstanding shares of Class B Common Stock converted automatically into 1.096837 shares of Class A Common Stock.
( 3 )These shares are held directly by Insurance Acquisition Sponsor, LLC, which is managed by the Manager. The reporting person is the chief executive officer of Insurance Acquisition Sponsor, LLC and the chairman of the board of the Manager. The reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.
( 4 )These shares are held directly by Dioptra Advisors, LLC, which is managed by the Manager. The reporting person is the chief executive officer of Dioptra Advisors, LLC and the chairman of the board of the Manager. The reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.
( 5 )These warrants are held directly by Insurance Acquisition Sponsor, LLC, which is managed by the Manager. The reporting person is the chief executive officer of Insurance Acquisition Sponsor, LLC and the chairman of the board of the Manager. The reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

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