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Ownership Document
|
| Schema Version: X0206 |
| Document Type: 3/A |
| Period of Report: 2017- 6/28/06:00 |
| Date of Original Submission: 2016- 12/8/07:00 |
| No Securities Owned: 0 |
| Issuer: |
| Issuer CIK: 1675634 |
| Issuer Name: ShiftPixy, Inc. |
| Issuer Trading Symbol: PIXY |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1686747 |
| | Owner Name: Holmes John Stephen |
| Reporting Owner Address: |
| | Owner Street 1: 1 VENTURE |
| | Owner Street 2: SUITE 150 |
| | Owner City: IRVINE |
| | Owner State: CA |
| | Owner ZIP Code: 92618 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock, par value $0.0001 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 12,500,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Acquire Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 4.00 |
| | Exercise Date: |
| | | Value: 2017- 3/15/06:00 |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Value: 2027- 3/15/06:00 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 50,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Acquire Preferred Stock |
| | Conversion or Exercise Price: |
| | | Value: 0.0001 |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 2023- 12/31/07:00 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Preferred Stock |
| | | Underlying Security Shares: |
| Value: 12,500,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Note 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 as an independent contractor 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. |
| Footnote - F2: The 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. |
| Owner Signature: |
| Signature Name: /s/ J. Stephen Holmes |
| Signature Date: 2017- 6/28/06:00 |
