Statement of Changes in Beneficial Ownership (4)
January 08 2021 - 5:05PM
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
*
Jacoby & Co. Inc. |
2. Issuer Name and Ticker or Trading Symbol
Greenlane Holdings, Inc.
[
GNLN
]
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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)
C/O GREENLANE HOLDINGS, INC., 1095 BROKEN SOUND PARKWAY, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/16/2020 |
(Street)
BOCA RATON, FL 33487
(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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Class C Common Stock | 7/16/2020 | | C | | 450000 | D | (1)(2) | 64376013 | D | |
Class C Common Stock | 9/18/2020 | | C | | 705000 | D | (1)(3) | 63671013 | D | |
Class C Common Stock | 1/6/2021 | | C | | 1950000 | D | (1)(4) | 61721013 | D | |
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 |
Common Units | (1) | 7/16/2020 | | C | | | 150000 (2) | (1) | (5) | Class A Common Stock | 132000 | $0 (1) | 21458671 | D | |
Common Units | (1) | 9/18/2020 | | C | | | 235000 (3) | (1) | (5) | Class A Common Stock | 235000 | $0 (1) | 21223671 | D | |
Common Units | (1) | 1/6/2021 | | C | | | 650000 (4) | (1) | (5) | Class A Common Stock | 650000 | $0 (1) | 20573671 | D | |
Explanation of Responses: |
(1) | 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. |
(2) | On July 16, 2020, the Reporting Person redeemed a total of 150,000 Comon Units for shares of Class A Common Stock, which were distributed to the shareholders of the Reporting Person. 450,000 shares of Class C Common Stock were subsequently cancelled. |
(3) | On September 18, 2020, the Reporting Person redeemed a total of 235,000 Common Units for shares of Class A Common Stock, which were distributed to the shareholders of the Reporting Person. 705,000 shares of Class C Common Stock were subsequently cancelled. |
(4) | On January 6, 2021, the Reporting Person redeemed a total of 650,000 Common Units for shares of Class A Common Stock, which were distributed to the shareholders of the Reporting Person. 1,950,000 shares of Class C Common Stock were subsequently cancelled. |
(5) | The Common Units have no expiration date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jacoby & Co. Inc. C/O GREENLANE HOLDINGS, INC. 1095 BROKEN SOUND PARKWAY, SUITE 300 BOCA RATON, FL 33487 |
| X |
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Signatures
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/s/ Aaron LoCascio | | 1/8/2021 |
**Signature of Reporting Person | Date |
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