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
                      
1. Name and Address of Reporting Person * Raines William F III 2. Issuer Name and Ticker or Trading Symbol cbdMD, Inc. [ YCBD ] 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 8845 RED OAK BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)
3/12/2021
(Street)
CHARLOTTE, NC 28217
(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
Common stock  3/12/2021    J    693000 (1) D $0  3775924  I  See footnote (2)

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
restricted stock award  $0  3/12/2021    A     1250 (3)     6/30/2021  6/30/2021  common stock  1250  $4.40  1250  D   
restricted stock award  $0  3/12/2021    A     1250 (3)     9/30/2021  9/30/2021  common stock  1250  $4.40  1250  D   
restricted stock award  $0  3/12/2021    A     1250 (3)     12/31/2021  12/31/2021  common stock  1250  $4.40  1250  D   
restricted stock award  $0  3/12/2021    A     1250 (3)     3/12/2022  3/12/2022  common stock  1250  $4.40  1250  D   
stock option  $4.40  3/12/2021    A     30000 (3)     3/12/2021  3/11/2026  common stock  30000  $0  30000  D   

Explanation of Responses:
(1)  Under the terms of the Agreement and Plan of Merger dated December 3, 2018 (the "Merger Agreement") and the related Voting Proxy dated December 20, 2018 (the "Voting Proxy"), the independent Chairman of the Audit Committee of the Issuer's Board of Directors held voting rights over an aggregate of 8,750,000 shares of common stock (the "Second Tranche Shares") initially issued to CBD Holding, LLC ("CBDH") until the unrestricted voting rights to those shares vest pursuant to the terms of the Merger Agreement. On December 20, 2019 the unrestricted voting rights to the first 2,187,500 shares vested. On February 26, 2020, in connection with its dissolution and liquidation and pursuant to the terms of a Distribution Agreement, the CBDH members entered into similar Voting Proxy agreements with the Issuer. Until the unrestricted voting rights vest, Mr. Raines, as independent Chairman of the Audit Committee of the Issuer's Board of Directors, holds voting rights over these shares and will vote such shares on any matter brought before the Issuer's shareholders in accordance with the recommendation of the Issuer's Board of Directors. The Voting Proxy does not prohibit the shareholder from disposing of any portion of the Second Tranche Shares for which unrestricted voting rights have not yet vested. The dispositions by the Reporting Person reported in this Form 4 represents Second Tranche Shares which were subject to the Voting Proxy that were held by non-affiliates of the Issuer for which Rule 144 legend removals were requested and processed and, accordingly, are no longer subject to Voting Proxy agreements.
(2)  The number of shares of common stock beneficially owned by the Reporting Person includes (i) 1,342 shares held by him directly; (ii) 92,582 shares held of record by Board Investor Group II, LLC; and (iii) 3,682,000 Second Tranche Shares for which unrestricted voting rights have not yet vested. Mr. Raines, in his position as Chief Executive Officer of Board Investor Group II, LLC, has voting and dispositive control over securities held by Board Investor Group II, LLC. Mr. Raines disclaims beneficial ownership of securities held by Board Investors Group II, LLC except to the extent of his pecuniary interest therein, and disclaims beneficial ownership of the 3,682,000 Second Tranche Shares which are subject to the Voting Proxy agreements. See footnote 1.
(3)  The Reporting Person is a member of the Issuer's Board of Directors. The acquisitions by the Reporting Person reported in this Form 4 represent grants to the Reporting Person by the Issuer under its 2021 Equity Compensation Plan as compensation to the Reporting Person for his services on the Issuer's Board of Directors for the Board term beginning March 12, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Raines William F III
C/O 8845 RED OAK BOULEVARD
CHARLOTTE, NC 28217
X



Signatures
/s/ William Raines III 3/15/2021
**Signature of Reporting Person Date