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 * Schoenfeld Adam 2. Issuer Name and Ticker or Trading Symbol Greenlane Holdings, Inc. [ GNLN ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Strategy Officer
(Last)         (First)         (Middle)
C/O GREENLANE HOLDINGS, INC., 1095 BROKEN SOUND PARKWAY, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)
1/6/2021
(Street)
BOCA RATON, FL 33487
(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
Class C Common Stock  12/31/2020    G(1)    6300000  D $0  6518205  D   
Class C Common Sock  1/6/2021    C    198900 (2) D $0 (3) 61721013  I  See footnote (4)
Class A Common Stock  1/6/2021    C    43767 (5) A $0 (3) 52667  D   
Class A Common Stock  1/6/2021    C    22533 (5) A $0 (3) 22533  I  By spouse 

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
Common Units  $0  12/31/2020    G (1)       2100000    (3)  (6) Class A Common Stock  2100000  $0  2135091  D   
Common Units   (3) 1/6/2021    C        66300    (3)  (6) Class A Common Stock  66300  $0 (3) 20573671  I  See footnote (4)

Explanation of Responses:
(1)  The Reporting Person transferred shares of Class C Common Stock and Common Units (as defined below) to a trust for the benefit of his spouse and children, over which the Reporting Person does not have voting or investment control.
(2)  The amount disposed of is being reported according to the Reporting Person's and his spouse's pecuniary interest in Jacoby (as defined below).
(3)  Pursuant to the Third Amended and Restated Operating Agreement of Greenlane Holdings, LLC (the "Operating Company"), the common membership interests in the Operting Company (the "Common Units") are redeemable on a one-for-one basis for shares of Class A Common Stock of the Issuer, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A Common Stock. Upon any redemption of Common Units, three shares of Class C Common Stock are automatically forfeited and cancelled for each Common Unit so redeemed.
(4)  The reporting person is a stockholder of Jacoby & Co. Inc. ("Jacoby"), which is a member of the Operating Company and is the direct record owner of the securities described herein. The reporting person shares voting control of such securities owned by Jacoby and has a pecuniary interest in such securities held by Jacoby.
(5)  Following the redemption of 650,000 Common Units for shares of Class A Common Stock, Jacoby distributed the shares of Class A Common Stock to it stockholders, including the Reporting Person and the Reporting Person's spouse.
(6)  The Common Units have no expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Schoenfeld Adam
C/O GREENLANE HOLDINGS, INC.
1095 BROKEN SOUND PARKWAY, SUITE 300
BOCA RATON, FL 33487
X X Chief Strategy Officer

Signatures
/s/ Douglas Fischer, as attorney-in-fact for Adam Schoenfeld 1/8/2021
**Signature of Reporting Person Date
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