Statement of Changes in Beneficial Ownership (4)
September 01 2020 - 5:55PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Christoffersen Stephen |
2. Issuer Name and Ticker or Trading Symbol
KushCo Holdings, Inc.
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KSHB
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer |
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(Last)
(First)
(Middle)
6261 KATELLA AVE # 250 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/28/2020 |
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(Street)
CYPRESS, CA 90630
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Option to Purchase | $6.25 | 8/28/2020 | | D | | | 200000 | (1) | 11/4/2028 | Common Stock | 200000.0 | (2) | 0 | D | |
| Option to Purchase | $5.94 | 8/28/2020 | | D | | | 100000 | (3) | 2/28/2029 | Common Stock | 100000.0 | (4) | 0 | D | |
| Option to Purchase | $0.58 | 8/28/2020 | | A | | 100000 | | (1) | 11/4/2028 | Common Stock | 100000.0 | (2) | 100000 | D | |
| Option to Purchase | $0.58 | 8/28/2020 | | A | | 57143 | | (3) | 2/28/2029 | Common Stock | 57143.0 | (4) | 57143 | D | |
| Explanation of Responses: |
| (1) | One-third of the shares underlying the option shall be deemed to be vested on the one-year anniversary of November 5, 2018, with the remainder vesting in equal monthly installments over 24 months. |
| (2) | On August 28, 2020, the issuer canceled, pursuant to the issuer's option exchange program, an option for 200,000 shares of KSHB common stock granted to the reporting person on November 5, 2018. In exchange, the reporting person received a replacement option, for 100,000 shares, having an exercise price of $0.58 a share. |
| (3) | One-third of the shares underlying the option shall be deemed to be vested on the one-year anniversary of March 1, 2019, with the remainder vesting in equal monthly installments over 24 months. |
| (4) | On August 28, 2020, the issuer canceled, pursuant to the issuer's option exchange program, an option for 100,000 shares of KSHB common stock granted to the reporting person on March 1, 2019. In exchange, the reporting person received a replacement option, for 57,143 shares, having an exercise price of $0.58 a share. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Christoffersen Stephen
6261 KATELLA AVE # 250
CYPRESS, CA 90630 |
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| Chief Financial Officer |
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Signatures
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| /s/Stephen Christoffersen | | 9/1/2020 |
| **Signature of Reporting Person | Date |