Statement of Changes in Beneficial Ownership (4)
September 02 2021 - 7:20PM
Edgar (US Regulatory)
FORM 4
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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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3235-0287
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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
*
Schoenfeld Adam |
2. Issuer Name and Ticker or Trading Symbol
Greenlane Holdings, Inc.
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GNLN
]
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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)
8/31/2021 |
(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 | 8/31/2021 | | D | | 59958138 (1) | D | $0 | 0 | I | See footnote (2) |
Class C Common Stock | 8/31/2021 | | D | | 6068205 (1) | D | $0 | 0 | D | |
Class B Common Stock | 8/31/2021 | | A | | 19986046 (1)(3) | A | $0 | 19986046 | I | See footnote (2) |
Class B Common Stock | 8/31/2021 | | A | | 2022735 (1)(4) | A | $0 | 2022735 | D | |
Class B Common Stock | 9/1/2021 | | C | | 406776 (6) | D | $0 (5) | 15998046 | I | See footnote (2) |
Class A Common Stock | 9/1/2021 | | J | | 406776 (6) | A | $0 | 489644 | D | |
Class A Common Stock | | | | | | | | 22533 | I | By spouse |
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 | (5) | 9/1/2021 | | C | | | 406776 (6) | (5) | (7) | Class A Common Stock | 406776 | $0 (5) | 15998046 | I | See footnote (2) |
Common Units | $0 | | | | | | | (5) | (7) | Class A Common Stock | 2022735 | | 2022735 | D | |
Explanation of Responses: |
(1) | The Issuer's Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on August 31, 2021 eliminates Class C common stock as a class of the Issuer's capital stock, and, upon the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 31, 2021, by and among Greenlane Holdings, Inc., Merger Sub Gotham 1, LLC, Merger Sub Gotham 2, LLC and KushCo Holdings, Inc. (the "Merger Agreement"), all holders of Class C common stock received one-third of a share of Class B common stock for each share of Class C common stock. |
(2) | 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. |
(3) | Received in exchange for 59,958,138 shares of the Issuer's Class C common stock pursuant to the Merger Agreement. |
(4) | Received in exchange for 6,068,205 shares of the Issuer's Class C common stock pursuant to the Merger Agreement. |
(5) | Pursuant to the Third Amended and Restated Operating Agreement of Greenlane Holdings, LLC (the "Operating Company"), the common membership interests in the Operating 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, one share of Class B common stock is automatically forfeited and cancelled for each Common Unit so redeemed. On September 1, 2021, Jacoby tendered 3,988,000 Common Units for redemption and was issued 3,988,000 shares of Class A common stock. |
(6) | Immediately following the redemption of 3,988,000 Common Units for shares of Class A common stock, Jacoby distributed the shares of Class A common stock to its stockholders, including the Reporting Person. The number of shares of Class B common stock and Common Units shown as disposed and the number of shares of Class A common stock shown as acquired by the Reporting Person represent shares of Class A common stock distributed directly to the Reporting Person in proportion to his pecuniary interest in Jacoby. |
(7) | The Common Units have no expiration date. |
Reporting Owners
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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 |
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Signatures
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/s/ Douglas Fischer, as attorney-in-fact for Adam Schoenfeld | | 9/2/2021 |
**Signature of Reporting Person | Date |
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