Sec Form 4 Filing - Foy Sean @ 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 Foy Sean 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 Class A Common Stock 10/13/2020 A 125,801 A 125,801 ( 2 ) 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 Non-Qualified Stock Option $ 0.3 10/13/2020 A 27,862 ( 3 ) 01/28/2029 Class A Common Stock 27,862 ( 4 ) 27,862 D Non-Qualified Stock Option $ 0.3 10/13/2020 A 97,090 ( 5 ) 07/30/2029 Class A Common Stock 97,090 ( 6 ) 97,090 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Foy Sean C/O SHIFT TECHNOLOGIES, INC. 2525 16TH STREET, SUITE 316 SAN FRANCISCO, CA94103 See Remarks Signatures /s/ Amanda Bradley, attorney-in-fact for Sean Foy 10/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 1,167,000 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 wholy-owned subsidiary of IAC ("Merger Sub") (as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of August 19, 2020, the "Merger"). ( 2 )Includes 17,949 shares held in escrow ("Additional Shares"). If the reported closing sale price of the company's common stock does not exceed $12.00 per share for 20 out of any 30 consecutive trading days during the first 12 months following the closing of the Merger, which we refer to as the First Threshold, then fifty percent (50%) of the Additional Shares will be returned to the company (and either placed into treasury or retired, in the discretion of the company). If the First Threshold is reached, such Additional Shares will be released from escrow. If the reported closing sale price of our common stock does not exceed $15.00 per share for 20 out of any 30 consecutive trading days during the first 30 months following the closing of the Merger, which we refer to as the Second Threshold, then fifty percent (50%) of the Additional Shares will be returned to the company (and either placed into treasury or retired, in the discretion of the company). If the Second Threshold is reached, such Additional Shares will be released from escrow. ( 3 )The options were granted on January 28, 2019. 0 options have vested. The remaining 27,862 options will vest in thirteen (13) substantially equal installments from August 19, 2021 through August 19, 2022. ( 4 )Received pursuant to the Merger in exchange for an option to purchase 433,000 shares of Former Shift common stock. ( 5 )The options were granted on July 31, 2019. 19,721 options have vested. The remaining 77,369 options will be eligible to vest from November 1, 2020 through December 1, 2023 with respect to service, in thirty five (35) substantially equal installments, and with respect to performance, subject to the Board's annual determination that performance criteria were satisfied for certain of the options to vest each year. ( 6 )Received pursuant to the Merger in exchange for an option to purchase 1,508,825 shares of Former Shift common stock.

Remarks: Chief Operating 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).

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