Statement of Ownership (sc 13g)
19 Décembre 2022 - 10:22PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Shift Technologies, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value
(Title of Class of Securities)
82452T107
(CUSIP Number)
December 9, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule
13d-1(b)
x 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 in 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).
CUSIP No. 82452T107
| 1 |
NAME
OF REPORTING PERSON:
TRP Capital Partners,
LP
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
¨
(b)
x |
| 3 |
SEC USE ONLY:
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER: 0
|
| 6 |
SHARED VOTING POWER: 15,638,725
|
| 7 |
SOLE DISPOSITIVE POWER: 0
|
| 8 |
SHARED DISPOSITIVE POWER: 15,638,725
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 15,638,725
|
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
9.1% (See Item 4 herein)
|
| 12 |
TYPE
OF REPORTING PERSON:
PN
|
| 1 |
NAME
OF REPORTING PERSON:
TRP Capital Management,
LLC
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
¨
(b)
x |
| 3 |
SEC USE ONLY:
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER: 0
|
| 6 |
SHARED VOTING POWER: 15,638,725
|
| 7 |
SOLE DISPOSITIVE POWER: 0
|
| 8 |
SHARED DISPOSITIVE POWER: 15,638,725
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 15,638,725
|
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
9.1% (See Item 4 herein)
|
| 12 |
TYPE
OF REPORTING PERSON:
OO
|
END OF COVER PAGE
The
Reporting Persons named in Item 2 below are hereby jointly filing this Schedule 13G because due to certain relationships among the Reporting
Persons, such Reporting Persons may be deemed to beneficially own the same securities named in Item 4 below by one of the Reporting Persons.
In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the Reporting Persons
named in Item 2 below have executed a written agreement relating to the joint filing of this Schedule 13G (the “Joint Filing
Agreement”), a copy of which is attached hereto as Exhibit 99.1.
| Item
1. |
(a) |
Name
of Issuer. |
| |
|
|
| |
|
Shift
Technologies, Inc. |
| |
|
|
|
(b) |
Address
of issuer’s principal executive offices. |
| |
|
|
| |
|
2525
16th Street, Suite 216, San Francisco, CA 94103 |
| |
|
|
| Item
2. |
(a) |
Name
of person filing (the “Reporting Persons”). |
This Schedule 13G
is being filed jointly by TRP Capital Partners, LP, a Delaware limited partnership (“TRP”) and TRP Capital
Management, LLC, a Delaware limited liability company (“TRP Capital” and together with TRP, the “Reporting
Persons”).
TRP Capital is the
general partner of TRP. Each of David R. Mitchell, Steven G. Carrel, Michael A. DiRienzo and James A. Hislop shares voting and investment
power over the securities of the Issuer held by the Reporting Persons. TRP Capital and each of Messrs. Mitchell, Carrel, DiRienzo and
Hislop may be deemed to own all of shares of Class A common stock (as defined below) held by the Reporting Persons. Each of TRP Capital
and Messrs. Mitchell, Carrel, DiRienzo and Hislop disclaim beneficial ownership of such shares except to the extent of their pecuniary
interest therein.
| (b) | Address of principal business
office or, if none, residence. |
The
principal business address of the Reporting Persons is 380 N. Old Woodward Ave., Suite 205, Birmingham, Michigan 48009.
The Reporting Persons
are organized under the laws of the State of Delaware.
| (d) | Title of class of securities. |
Class A Common Stock,
$0.0001 par value (the “Class A Common Stock”)
82452T107
Item 3.
If this statement is filed
pursuant to §240.13d-1(b) or 240.13d-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) | ¨ |
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) | ¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ¨ |
A savings association 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) | ¨ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
| (k) | ¨ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.
| |
|
|
|
|
|
|
|
(c)
Number of Shares as to which the person has: |
|
| Name |
|
(a)
Amount
Beneficially
Owned |
|
|
(b)
Percent
of Class* |
|
|
Sole Power to
Vote or to
Direct the
Vote |
|
|
Shared Power
to Vote or to
Direct the Vote |
|
|
Sole Power to
Dispose or to
Direct the
Disposition of |
|
|
Shared Power
to Dispose or
to Direct the
Disposition of |
|
| TRP Capital Partners, LP |
|
|
15,638,725 |
(1) |
|
9.1 |
% |
|
0 |
|
|
15,638,725 |
(1) |
|
0 |
|
|
15,638,725 |
(1) |
| TRP Capital Management, LLC |
|
|
15,638,725 |
(1) |
|
9.1 |
% |
|
0 |
|
|
15,638,725 |
(1) |
|
0 |
|
|
15,638,725 |
(1) |
| (1) | TRP
Capital is the general partner of TRP. Each of David R. Mitchell, Steven G. Carrel, Michael
A. DiRienzo and James A. Hislop shares voting and investment power over the securities of
the Issuer held by the Reporting Persons. TRP Capital and each of Messrs. Mitchell, Carrel,
DiRienzo and Hislop may be deemed to own all of shares of Class A Class A Common Stock held
by the Reporting Persons. Each of TRP Capital and Messrs. Mitchell, Carrel, DiRienzo and
Hislop disclaim beneficial ownership of such shares except to the extent of their pecuniary
interest therein. |
* As of December
9, 2022 (based on 171,153,299 shares of Class A Common Stock outstanding as provided by the Issuer.
| Item 5. | Ownership
of Five Percent or Less of a Class. |
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class
of securities, check the following ¨.
| Item 6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification
and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice
of Dissolution of Group. |
Not applicable.
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above 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 that purpose or effect, other than activities solely in connection with a nomination under
§240.14a-11.
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 19, 2022
| TRP
Capital Partners, LP |
|
| |
|
| /s/
David R. Mitchell |
|
| Name:
David R. Mitchell |
|
| Title:
Managing Director |
|
| |
|
| TRP Capital
Management, LLC |
|
| |
|
| /s/
David R. Mitchell |
|
| Name:
David R. Mitchell |
|
| Title:
Managing Director |
|
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