Statement of Changes in Beneficial Ownership (4)
03 9월 2022 - 7:39AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Absher Scott W |
2. Issuer Name and Ticker or Trading Symbol
ShiftPixy, Inc.
[
PIXY
]
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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)
501 BRICKELL KEY DRIVE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/1/2022 |
(Street)
MIAMI, FL 33131
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, Par Value $0.0001 Per Share | 9/1/2022 | | M(1) | | 4100000 | A | $410.00 (2) | 4108125 | D | |
Common Stock, Par Value $0.0001 Per Share | 9/1/2022 | | M(3) | | 4500000 | A | $0.00 (4) | 8608125 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 par value $0.0001/share | $410 (5) | 9/1/2022 | | M (6) | | | 1 (7) | (8) | (9) | Preferred Class A Stock par value $0.0001 per share | 4100000 | $820793.24 (10) | 0 | D | |
Preferred Class A Stock, par value $0.0001 per share | (11) | 9/1/2022 | | M (12) | | 4100000 | | (13) | (14) | Common Stock par value $0.0001 per share | 4100000 | $410 (11) | 8600000 | D | |
Preferred Class A Stock, par value $0.0001 per share | $0 (15) | 9/1/2022 | | M (16) | | | 4100000 | (13) | (14) | Common Stock par value $0.0001 per share | 4100000 | $410 (11) | 4500000 | D | |
Preferred Class A Stock, par value $0.0001 per share | $0 (15) | 9/1/2022 | | M (17) | | | 4500000 | (13) | (14) | Common Stock par value $0.0001 per share | 4500000 | (17) | 0 | D | |
Explanation of Responses: |
(1) | Reporting Person received 4,100,000 shares of Common Stock upon the conversion of 4,100,000 shares of Preferred Class A Stock. |
(2) | Price reflects amount paid at conversion, but excludes amounts paid to acquire shares of Preferred Class A Stock. |
(3) | Reporting Person received 4,500,000 shares of Common Stock upon the conversion of 4,500,000 shares of Preferred Class A Stock. |
(4) | There was no cost to effect conversion, but price excludes amounts paid to acquire shares of Preferred Class A Stock. |
(5) | The option was exercisable at the par value price for the shares of Preferred Class A Stock; however, the price excludes amounts paid to acquire the option, which is listed in column 8. |
(6) | The Reporting Person exercised the option to receive 4,100,000 shares of Preferred Class A Stock. |
(7) | Only a single option instrument provided for the exercise and the right to receive the shares. |
(8) | The option was exercisable at any time following its issuance. |
(9) | There was no expiration date on the option. |
(10) | The option was acquired when the Reporting Person waived claims to deferred, bonus and paid time off compensation due to him by the Issuer in the amount of $820,793.24. |
(11) | The Reporting Person paid a total of $410 to exercise an option to obtain the 4,100,000 shares of Preferred Class A Stock. The price excludes amounts paid to obtain the option. There is no additional cost to convert the shares of Preferred Class A Stock to Common Stock. |
(12) | The Reporting Person acquired the 4,100,000 shares of Preferred Class A Stock, upon the exercise of an option. |
(13) | The shares of Preferred Class A Stock, are convertible to Common Stock at any time. |
(14) | There was no expiration date on the ability of the Reporting Person to convert the shares of Preferred Class A Stock, to Common Stock. |
(15) | No price was required to be paid to convert the shares of Preferred Class A Stock to shares of Common Stock. |
(16) | The Reporting Person converted 4,100,000 shares of Preferred Class A Stock, to 4,100,000 shares of Common Stock. See Note 1. |
(17) | As previously reported, the Reporting Person surrendered an option to acquire 12,500,000 shares of Preferred Class A Stock and tendered additional sum of $5,000 in exchange for the issuance to the Reporting Person of 12,500,000 shares of Preferred Class A Stock. The Reporting Person thereafter converted 8,000,000 shares of the Preferred Class A Stock to Common Stock, leaving 4,500,000 shares of Preferred Class A Stock. In this transaction, the Reporting Person converted the remaining 4,500,000 shares of Preferred Class A Stock to 4,500,000 shares of Common Stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Absher Scott W 501 BRICKELL KEY DRIVE SUITE 300 MIAMI, FL 33131 | X | X | CEO |
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Signatures
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/s/ Scott W. Absher | | 9/2/2022 |
**Signature of Reporting Person | Date |
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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
ShiftPixy (NASDAQ:PIXY)
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