Statement of Ownership (sc 13g)
February 14 2022 - 8:36AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Shift Technologies, Inc.
(Name of Issuer)
Class A common stock, par value $0.0001
per share
(Title of Class of Securities)
82452T107
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
*The remainder of this cover page shall be
filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Continued on following pages
Page 1 of 7 Pages
CUSIP NO. 82452T107
|
Page 2
of 7
|
CUSIP No. 82452T107
|
(1) Names of reporting persons
|
Nantahala Capital Management, LLC
|
(2) Check the appropriate box if a member of a group
|
(a)
|
(see instructions)
|
(b)
|
(3) SEC use only
|
|
(4) Citizenship or place of organization
|
MA
|
Number of shares beneficially owned by each reporting person with:
|
|
(5) Sole voting power
|
0
|
(6) Shared voting power
|
6,846,018
|
(7) Sole dispositive power
|
0
|
(8) Shared dispositive power
|
6,846,018
|
(9) Aggregate amount beneficially owned by each reporting person
|
6,846,018
|
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
|
|
(11) Percent of class represented by amount in Row (9)
|
8.1%
|
(12) Type of reporting person (see instructions)
|
IA
|
CUSIP NO. 82452T107
|
Page 3 of 7
|
CUSIP No. 82452T107
|
(1) Names of reporting persons
|
Wilmot B. Harkey
|
(2) Check the appropriate box if a member of a group
|
(a)
|
(see instructions)
|
(b)
|
(3) SEC use only
|
|
(4) Citizenship or place of organization
|
USA
|
Number of shares beneficially owned by each reporting person with:
|
|
(5) Sole voting power
|
0
|
(6) Shared voting power
|
6,846,018
|
(7) Sole dispositive power
|
0
|
(8) Shared dispositive power
|
6,846,018
|
(9) Aggregate amount beneficially owned by each reporting person
|
6,846,018
|
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
|
|
(11) Percent of class represented by amount in Row (9)
|
8.1%
|
(12) Type of reporting person (see instructions)
|
HC
|
CUSIP NO. 82452T107
|
Page 4 of 7
|
CUSIP No. 82452T107
|
(1) Names of reporting persons
|
Daniel Mack
|
(2) Check the appropriate box if a member of a group
|
(a)
|
(see instructions)
|
(b)
|
(3) SEC use only
|
|
(4) Citizenship or place of organization
|
USA
|
Number of shares beneficially owned by each reporting person with:
|
|
(5) Sole voting power
|
0
|
(6) Shared voting power
|
6,846,018
|
(7) Sole dispositive power
|
0
|
(8) Shared dispositive power
|
6,846,018
|
(9) Aggregate amount beneficially owned by each reporting person
|
6,846,018
|
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
|
|
(11) Percent of class represented by amount in Row (9)
|
8.1%
|
(12) Type of reporting person (see instructions)
|
HC
|
|
Item 1(a).
|
Name of Issuer:
|
|
|
|
|
|
Shift Technologies, Inc. (the “Issuer”).
|
|
|
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
|
|
|
|
|
290 Division Street, Suite 400, San Francisco, California 94103-4893
|
|
|
|
|
Item 2(a).
|
Name of Person Filing
|
|
|
|
|
|
Nantahala Capital Management, LLC (“Nantahala”)
Wilmot B. Harkey
Daniel Mack (together the “Reporting Persons”)
|
|
|
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
|
|
|
|
|
130 Main St. 2nd Floor
New Canaan, CT 06840
|
|
Item 2(c).
|
Citizenship:
|
|
|
|
|
|
Nantahala is a Massachusetts limited liability company.
Each of Messrs. Harkey and Mack is a citizen of the United States
of America.
|
|
|
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
|
Class A common stock, par value $0.0001 per share (the “Shares”).
|
CUSIP NO.
82452T107
|
Page 5
of 7
|
|
Item
2(e).
|
CUSIP
Number:
|
|
|
82452T107
|
|
Item 3.
|
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a:
|
|
|
(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g) x
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ¨
A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
Item
4.
|
Ownership:
|
|
|
|
|
Item
4(a).
|
Amount
Beneficially Owned:
As
of December 31, 2021, Nantahala may be deemed to be the beneficial owner of 6,846,018 Shares held by funds and separately managed
accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a
beneficial owner of those Shares.
|
|
|
|
|
Item
4(b).
|
Percent
of Class:
As
of December 31, 2021, each of the Reporting Persons may be deemed to be the beneficial owner of 8.1% of the total number of
Shares outstanding (based upon information provided by the Issuer on the S-3 filed November 23, 2021, there were 81,307,550
Shares outstanding as of November 22, 2021, in addition to Shares issuable upon conversion of convertible securities held
by the Reporting Persons).
|
CUSIP NO.
82452T107
|
Page 6
of 7
|
|
Item
4(c).
|
Number
of shares as to which such person has:
|
|
|
|
|
|
Nantahala
Capital Management, LLC
|
|
|
(i)
|
Sole
power to vote or direct the vote
|
0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
6,846,018
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
6,846,018
|
|
|
|
|
|
|
|
Each
of Messrs. Harkey and Mack
|
|
|
(i)
|
Sole
power to vote or direct the vote
|
0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
6,846,018
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
6,846,018
|
|
|
|
|
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
|
|
|
|
|
This
Item 5 is not applicable.
|
|
|
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person:
|
|
|
|
|
|
This
Item 6 is not applicable.
|
|
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
|
|
|
|
|
Each
of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala,
an investment adviser as described in §240.13d-1(b)(1)(ii)(E). See Item 4(a).
|
|
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group:
|
|
|
|
|
|
This
Item 8 is not applicable.
|
|
|
|
|
Item
9.
|
Notice
of Dissolution of Group:
|
|
|
|
|
|
This
Item 9 is not applicable.
|
|
|
|
|
Item
10.
|
Certification:
|
|
|
|
|
|
By
signing below each Reporting Person certifies that, to the best of such person's knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having such purpose
or effect.
|
CUSIP NO.
82452T107
|
Page 7
of 7
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete, and correct.
Date: February 14, 2022
|
NANTAHALA CAPITAL MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ Taki Vasilakis
|
|
|
Taki Vasilakis
|
|
|
Chief Compliance Officer
|
|
|
|
/s/ Wilmot B. Harkey
|
|
Wilmot B. Harkey
|
|
|
|
/s/ Daniel Mack
|
|
Daniel Mack
|
Shift Technologies (NASDAQ:SFT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Shift Technologies (NASDAQ:SFT)
Historical Stock Chart
From Apr 2023 to Apr 2024