Statement of Changes in Beneficial Ownership (4)
July 21 2022 - 4:03PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
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
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Schoenfeld Adam |
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)
__X__ 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)
7/19/2022 |
(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 B Common Stock | | | | | | | | 1522734 | D | |
Class B Common Stock | 7/19/2022 | | J | | 6395219 (1) | D | $0 (2) | 0 | I | See footnote (3) |
Class A Common Stock | 7/19/2022 | | C | | 6395219 (1)(3) | A | $0 | 6431463 | D | |
Class A Common Stock | 7/19/2022 | | G(4) | | 4764438 | D | $0 | 1667025 | 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 | (2) | 7/19/2022 | | C | | | 6395219 (1) | (2) | (5) | Class A Common Stock | 6395219 | $0 (2) | 0 | I | See footnote (3) |
Common Units | (2) | | | | | | | (2) | (5) | Class A Common Stock | 1522734 | | 1522734 | D | |
Explanation of Responses: |
(1) | Immediately following the redemption of 15,998,046 Common Units for shares of Class A common stock, Jacoby (as defined below) 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. |
(2) | Pursuant to the Operating Company's (as defined below) Fourth Amended and Restated Operating Agreement, 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 July 19, 2022, Jacoby tendered 15,998,046 Common Units for redemption and was issued 15,998,046 shares of Class A common stock. |
(3) | The reporting person is a stockholder of Jacoby & Co. Inc. ("Jacoby"), which is a member of Greenlane Holdings, LLC (the "Operating Company") and is the direct record owner of the securities described herein. The reporting person shared voting control of such securities owned by Jacoby and had a pecuniary interest in such securities held by Jacoby. |
(4) | The Reporting Person transferred shares of Class A Common Stock to trusts for estate planning purposes, over which the Reporting Person does not have voting or investment control. |
(5) | 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 |
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Signatures
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/s/ Amir Sadr, as attorney-in-fact for Adam Schoenfeld | | 7/21/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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