SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Absher Scott W

(Last)

(First)

(Middle)

4101 NW 25TH STREET

(Street)

MIAMI

33142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ShiftPixy, Inc. [ PIXY ]

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

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $0.0001 Per Share	10/15/2023		M⁽¹⁾		4,744,234	A	⁽²⁾	4,750,276⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option for Preferred Class A Stock	$474.42⁽²⁾	10/15/2023		M⁽⁴⁾			1⁽⁵⁾	⁽⁶⁾	⁽⁷⁾	Preferred Class A Stock	4,744,234	⁽⁸⁾	0⁽⁹⁾	D
Preferred Class A Stock, par value $0.0001 per share	$474.42⁽¹⁰⁾	10/15/2023		M⁽¹¹⁾		4,744,234		⁽¹²⁾	⁽¹³⁾	Common Stock par value $0.0001 per share	4,744,234	⁽²⁾	4,744,234⁽⁹⁾	D
Preferred Class A Stock, par value $0.0001 per share	⁽¹⁴⁾	10/15/2023		M⁽¹⁵⁾			4,744,234	⁽¹²⁾	⁽¹³⁾	Common Stock par value $0.0001 per share	4,744,234	⁽⁸⁾⁽¹⁰⁾	0⁽¹⁶⁾	D

Explanation of Responses:

1. The Reporting Person received 4,744,234 shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock") upon conversion of 4,744,234 shares of the Issuer's Preferred Class A Stock, par value $0.0001 per share ("Preferred Stock"). (See note 15.)

2. The Reporting Person paid a total of $474.42 to exercise an option to obtain the 4,744,234 shares of Preferred Stock. The price excludes amounts paid to obtain the option. (See note 8.) There was no additional cost to convert the shares of Preferred Stock to Common Stock.

3. Prior to the reported transaction, the Reporting Person held 6,042 shares (145,000 shares as adjusted for the reverse stock split that went into effect on October 14, 2023) of the Issuer's Common Stock. Excludes 13 shares of common stock underlying options exercisable within 60 days of October 16, 2023.

4. The Reporting Person exercised an option, received on 8/22/2023, to acquire 4,744,234 shares of Preferred Stock. (See note 2.)

5. Only a single option instrument provided for the exercise and the right to receive the shares of Preferred Stock; upon exercise the single option was concluded.

6. The option was exercisable at any time following its issuance, subject to the conditions that the Company complete a reverse stock split and that the Reporting Person donation between 5 and 10% of his shares of Common Stock to one or more charitable organizations. The conditions were fulfilled prior to Reporting Person's exercise of the option.

7. The option expires 12 months following the Issuer's reverse split, if any, of its Common Stock, following the issuance of the option.

8. No cost was assigned to the option inasmuch as it was in the nature of an award for the Reporting Person's past actions. The option was issued to the Reporting Person to compensate him for assisting the Issuer to secure compliance with Nasdaq's public float requirements in 2022, in connection with a reverse stock split, by donating nearly all of his previously held shares of Common Stock to 5 different charities. (See note 2.)

9. Following exercise of the option, the Reporting Person received 4,744,234 shares of the Issuer's Preferred Stock; the Reporting Person holds no other options for the Issuer's Preferred Stock.

10. The Reporting Person paid a total of $474.42 in exercising an option to obtain the 4,744,234 shares of Preferred Stock. The price excludes amounts paid to obtain the option. (See note 8.) There is no additional cost to convert the shares of Preferred Stock to Common Stock.

11. The Reporting Person acquired 4,744,234 shares of Preferred Stock upon the exercise of an option. (See note 4.)

12. The shares of Preferred Stock are convertible to Common Stock at any time.

13. There was no expiration date on the ability of the Reporting Person to convert the shares of Preferred Stock to Common Stock.

14. No price was required to be paid to convert the shares of Preferred Stock to shares of Common Stock. (See note 2.)

15. The Reporting Person converted 4,744,234 shares of Preferred Stock to 4,744,234 shares of Common Stock. (See note 1.)

16. Following the reported transaction, the Reporting Person holds no additional shares of the Issuer's Preferred Stock.

Remarks:

	/s/ Scott W. Absher	10/16/2023
	** 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 Number.

Absher Scott W converted options into 4,744,234 shares, increasing direct ownership by 78,521% to 4,750,276 units (SEC Form 4)