Statement of Changes in Beneficial Ownership (4)
September 01 2021 - 4:42PM
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
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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
*
Beehouse, LLC |
2. Issuer Name and Ticker or Trading Symbol
Lowell Farms Inc.
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LOWLF
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
660 MADISON AVENUE, 14TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/30/2021 |
(Street)
NEW YORK, NY 10065
(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)
___ Form filed by One Reporting Person
_
X
_ 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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Subordinate Voting Shares | 8/30/2021 | | P | | 10000000 | A | (1) | 34827140 | I | see footnote (2) |
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 |
Warrants (right to buy) | $1.40 | 8/30/2021 | | P | | 5000000 | | 8/30/2021 | 8/30/2024 | Subordinate Voting Shares | 5000000 | (1) | 5000000 | I | see footnote (3) |
Warrants (right to buy) | $1.81 (4) | | | | | | | 12/21/2020 | 12/21/2023 | Subordinate Voting Shares | 223500 | | 223500 | I | see footnote (3) |
Explanation of Responses: |
(1) | Beehouse Partners LP ("Beehouse Partners") acquired 10,000,000 units (each, a "Unit") consisting of one share of Subordinate Voting Shares and one-half of one share purchase warrant at a purchase price of $1.00 per Unit. |
(2) | The Hacienda Company ("THC") and Beehouse Partners are the record holders of the reported shares. Beehouse, LLC is the investment manager of two funds that collectively own a majority interest in THC, and is also the investment manager of Beehouse Partners. Gregory P. Heyman is the sole and managing member of Beehouse Manager, LLC, which is the manager of Beehouse, LLC. Each of Mr. Heyman, Beehouse, LLC, and Beehouse Manager, LLC disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein. |
(3) | Beehouse Partners is the record holder of the reported warrants. Each of Mr. Heyman, Beehouse, LLC, and Beehouse Manager, LLC disclaims beneficial ownership of the shares underlying the reported warrants except to the extent of his or its pecuniary interest therein. |
(4) | The exercise price was converted from $2.20 CAD using the closing rate of exchange of the Bank of Canada on May 7, 2021. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Beehouse, LLC 660 MADISON AVENUE 14TH FLOOR NEW YORK, NY 10065 |
| X |
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Beehouse Manager, LLC 660 MADISON AVENUE 14TH FLOOR NEW YORK, NY 10065 |
| X |
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Heyman Gregory Parker 660 MADISON AVENUE 14TH FLOOR NEW YORK, NY 10065 |
| X |
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Signatures
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Beehouse, LLC, /s/ Gregory P. Heyman, as Sole Member of Manager | | 9/1/2021 |
**Signature of Reporting Person | Date |
Beehouse Manager, LLC, /s/ Gregory P. Heyman, as Sole Member | | 9/1/2021 |
**Signature of Reporting Person | Date |
/s/ Gregory P. Heyman | | 9/1/2021 |
**Signature of Reporting Person | Date |
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