FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Absher Scott W
   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
(Last)
(First)
(Middle)
501 BRICKELL KEY DRIVE, SUITE 300		 3. Date of Earliest Transaction (Month/Day/Year)
07/15/2022
(Street)

MIAMI, FL 33131		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, Par Value $0.0001 Per Share 07/15/2022(4)   M   8,000,000 A (2) 20,812,000 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options for Preferred Class A Stock (1) 07/15/2022   J(1)     12,500,000   (5)   (5) Preferred Class A Stock par value $0.0001 per share 12,500,000 (3) 0 D  
Preferred Class A Stock, Par Value $0.0001 Per Share (1) 07/15/2022   J(1)     12,500,000   (6)   (6) Common Stock par value $0.0001 per share 12,500,000 (1) 12,500,000 D  
Preferred Class A Stock, Par Value $0.0001 Per Share (2) 07/15/2022(4)   M     8,000,000   (6)   (6) Common Stock par value $0.0001 per share 12,500,000 (1) 4,500,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Absher Scott W
501 BRICKELL KEY DRIVE
SUITE 300
MIAMI, FL 33131		   X   X   CEO  

Signatures

 /s/ Scott W. Absher   07/19/2022
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Owner surrendered option to acquire 12,500,000 shares of Preferred Class A Stock, par value $0.0001 per share, and tendered additional sum of $5,000 in exchange for the issuance of the 12,500,000 shares of Preferred Class A Stock.
(2) There was no price required or paid for conversion of the 12,500,000 shares of Preferred Class A Stock, par value $0.0001 per share, to 12,500,000 shares of Common Stock.
(3) The option was issued to the owner in connection with an issuance originally effected at or near the founding of the company.
(4) The shares were issued to the owner on 7/19/2022.
(5) The options became exercisable upon the occurrence of certain triggering events the date for which was not yet determined. Upon the occurrence of such events, the owner has 2 years to exercise the options.
(6) The Preferred Class A Stock, Par Value $0.0001 Per Share is convertible immediately and has no expiration date.

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