SEC Form 3/A · accession 0001477932-17-003044
ShiftPixy, Inc. · PIXY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 3/A). It replaces an earlier filing for the same period.
Reporting owner
Scott W Absher
Officer — President and CEO · Director · 10% Owner
Period of report
Jun 28, 2017
Accepted (ET)
Jun 28, 2017 · 2:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001675634
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 | holding | — | — | — | 12,500,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Acquire Common StockF1 | $4.00 | holding | — | — | — | Mar 15, 2017 | Mar 15, 2027 | Common Stock | 50,000 | — | D |
| Option to Acquire Preferred StockF2 | $0.0001 | holding | — | — | — | — | Dec 31, 2023 | Preferred Stock | 12,500,000 | — | D |
Explanation of responses
- F1Note that options shares are initially unvested and subject to repurchase by the Corporation at the Exercise Price paid per share. The Optionee shall acquire a vested interest in, and the Corporation's repurchase right shall accordingly lapse with respect to: (i) 25% of the Option Shares upon Optionee's completion of one year of Service measured from the Vesting Commencement Date; and (ii) the balance of the Option Shares in a series of 36 successive equal monthly installments upon Optionee's completion of each additional month of Service over the 36 month period measured from the first anniversary of the Vesting Commencement Date. The Vesting Commencement Date is March 15, 2017. In no event shall any additional Option Shares vest after Optionee's cessation of Service.
- F2The Option may be exercised only upon the following events: 1. The acquisition of a Controlling interest by a shareholder or shareholders other than Scott Absher or Steve Holmes. "Controlling interest" means the ownership of outstanding voting shares of the Company sufficient to enable the acquiring person, directly or indirectly and individually or in association with others, to exercise one-fifth or more of all the voting power of the Company in the election of directors or any other business matter on which shareholders have the right to vote under Wyoming Law. 2. Prior to any proposed merger, consolidation (in which the Company's common stock is changed or exchanged) or sale of at least 50% of the Company's assets or earning power (other than a reincorporation).
Remarks
The Form 8A12B initially requiring a Form 3 was filed on November 28, 2016 but withdrawn through a Form 25 filed on February 14, 2017. The Form 8A12B requiring the filing of this Form 3 was filed on June 28, 2017.