Sec Form 4 Filing - Hanford Cindy @ SHIFT TECHNOLOGIES, INC. - 2020-10-13

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 Hanford Cindy 2. Issuer Name and Ticker or Trading Symbol SHIFT TECHNOLOGIES, INC. [ SFT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O SHIFT TECHNOLOGIES, INC., 2525 16TH STREET, SUITE 316 3. Date of Earliest Transaction (MM/DD/YY) 10/13/2020 (Street) SAN FRANCISCO, CA94103 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 Non-Qualified Stock Option $ 0.31 10/13/2020 A 17,583 ( 1 ) 12/02/2019 Class A Common Stock 17,583 ( 2 ) 17,583 D Incentive Stock Option $ 3.35 10/13/2020 A 29,812 ( 3 ) 12/02/2019 Class A Common Stock 29,812 ( 4 ) 29,812 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hanford Cindy C/O SHIFT TECHNOLOGIES, INC. 2525 16TH STREET, SUITE 316 SAN FRANCISCO, CA94103 See Remarks Signatures /s/ Cindy Hanford 10/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options were granted on December 3, 2019. 0 options have vested. The remaining 17,583 options will vest in twenty three (23) substantially equal monthly installments from September 21, 2021 through July 21, 2023 . ( 2 )Received in exchange for an option to purchase 277,420 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 wholly-owned subsidiary of IAC (as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of August 19, 2020, the "Merger"). ( 3 )The options were granted on December 3, 2019. 16,173 options have vested. The remaining 13,639 options will vest in twelve (12) substantially equal monthly installments through September 21, 2021. ( 4 )Received pursuant to the Merger in exchange for an option to purchase 322,580 shares of Former Shift common stock.

Remarks: Chief Financial Officer.

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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