Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ainsworth Mark L

(Last)

(First)

(Middle)

C/O LOWELL FARMS INC.

19 QUAIL RUN CIRCLE, SUITE B

(Street)

SALINAS

93907

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lowell Farms Inc. [ LOWLF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$0.045	08/01/2023		A		1,750,000		08/01/2023	08/01/2029	Subordinate Voting Shares	1,750,000	$0	1,750,000	D
Restricted Stock Units	⁽¹⁾							⁽²⁾	⁽²⁾	Subordinate Voting Shares	33,334		33,334	D
Stock Options (right to buy)	$0.085							⁽³⁾	12/23/2028	Subordinate Voting Shares	75,000		75,000	D
Stock Options (right to buy)	$0.085							⁽⁴⁾	12/23/2028	Subordinate Voting Shares	150,000		150,000	D
Stock Options (right to buy)	$0.3077							⁽⁵⁾	01/13/2028	Subordinate Voting Shares	125,000		125,000	D
Stock Options (right to buy)	$0.3077							⁽⁶⁾	01/13/2028	Subordinate Voting Shares	75,000		75,000	D
Stock Options (right to buy)	$0.85							⁽⁷⁾	01/01/2026	Subordinate Voting Shares	50,000		50,000	D
Stock Options (right to buy)	$0.346							⁽⁸⁾	04/05/2026	Subordinate Voting Shares	500,000		500,000	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one Subordinate Voting Share on the vesting date.

2. The RSUs vest in three equal annual installments beginning on December 23, 2021.

3. 25% of the options vest and become exercisable at the end of each calendar quarter in 2023.

4. 25% of the options vest and become exercisable on each of the first four anniversaries of the date of grant.

5. 25% of the options vest and become exercisable on each of the first four anniversaries of the date of grant.

6. 25% of the options vest and become exercisable at the end of each calendar quarter in 2022.

7. 25% of the options were vested and exercisable as of the date of this reporting person's Form 3. The remainder of the options vest and become exercise in three equal annual installments beginning on January 1, 2022.

8. 25% of the options were vested and exercisable as of the date of this reporting person's Form 3. The remainder of the options vest and become exercisable in three equal annual installments beginning on April 15, 2022.

	/s/ Mark Ainsworth	08/15/2023
	** 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).
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