Statement of Changes in Beneficial Ownership (4)
September 01 2020 - 5:56PM
Edgar (US Regulatory)
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
Imbimbo Dallas |
2. Issuer Name and Ticker or Trading Symbol
KushCo Holdings, Inc.
[
KSHB
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
|
|
(Last)
(First)
(Middle)
C/O KUSHCO HOLDINGS, INC., 6261 KATELLA AVENUE, SUITE 250 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/17/2020 |
|
(Street)
CYPRESS, CA 90630
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
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 | $2.39 | 8/28/2020 | | D | | | 120000 | (1) | 11/13/2027 | Common Stock | 120000.0 | (2) | 0 | D | |
| Option to Purchase | $5.33 | 8/28/2020 | | D | | | 145000 | (3) | 8/31/2028 | Common Stock | 145000.0 | (4) | 0 | D | |
| Option to Purchase | $0.68 | 8/28/2020 | | D | | | 12500 | (5) | 5/3/2030 | Common Stock | 12500.0 | (6) | 0 | D | |
| Option to Purchase | $0.58 | 8/28/2020 | | A | | 80000 | | (1) | 11/13/2027 | Common Stock | 80000.0 | (2) | 80000 | D | |
| Option to Purchase | $0.58 | 8/28/2020 | | A | | 82858 | | (3) | 8/31/2028 | Common Stock | 82858.0 | (4) | 82858 | D | |
| Option to Purchase | $0.58 | 8/28/2020 | | A | | 12500 | | (5) | 5/3/2030 | Common Stock | 12500.0 | (6) | 12500 | D | |
| Option to Purchase | $0.68 | 6/17/2020 | | A | | 12500 | | (7) | 5/3/2030 | Common Stock | 12500.0 | $0 | 12500 | D | |
| Explanation of Responses: |
| (1) | One hundred percent of the shares underlying the option shall be deemed to be fully vested on November 14, 2019. |
| (2) | On August 28, 2020, the issuer canceled, pursuant to the issuer's option exchange program, an option for 120,000 shares of KSHB common stock granted to the reporting person on November 14, 2017. In exchange, the reporting person received a replacement option, for 80,000 shares, having an exercise price of $0.58 a share. |
| (3) | Fifty percent of the shares underlying the option shall be deemed to be vested on the one-year anniversary of September 1, 2018, with the remainder vesting in equal monthly installments over 12 months. |
| (4) | On August 28, 2020, the issuer canceled, pursuant to the issuer's option exchange program, an option for 145,000 shares of KSHB common stock granted to the reporting person on September 1, 2018. In exchange, the reporting person received a replacement option, for 82,858 shares, having an exercise price of $0.58 a share. |
| (5) | One hundred percent of the shares underlying the option shall be deemed to be fully vested on May 31, 2020. |
| (6) | On August 28, 2020, the issuer canceled, pursuant to the issuer's option exchange program, an option for 12,500 shares of KSHB common stock granted to the reporting person on May 4, 2020. In exchange, the reporting person received a replacement option, for 12,500 shares, having an exercise price of $0.58 a share. |
| (7) | The shares underlying the option shall vest in equal installments on June 30, 2020, July 31, 2020, and August 31, 2020. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Imbimbo Dallas
C/O KUSHCO HOLDINGS, INC.
6261 KATELLA AVENUE, SUITE 250
CYPRESS, CA 90630 | X |
|
|
|
Signatures
|
| /s/ Dallas Imbimbo | | 9/1/2020 |
| **Signature of Reporting Person | Date |