Statement of Changes in Beneficial Ownership (4)
April 12 2022 - 12:49PM
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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0.5
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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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Geronimo CVOF Manager LLC |
2. Issuer Name and Ticker or Trading Symbol
Lowell Farms Inc.
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LOWLF
]
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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 LOWELL FARMS INC., 19 QUAIL RUN CIRCLE, SUITE B |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/1/2022 |
(Street)
SALINAS, CA 93907
(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)
___ Form filed by One Reporting Person
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X
_ 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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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 |
Convertible Debenture of Indus Holding Company | $0.2 | 1/1/2022 | | J | | | 5933824 | 7/1/2020 | 10/13/2023 | Subordinate Voting Shares (1)(2) | 29669118 | (3) | 4536431 | I | See Footnote (4) |
Warrants (rights to buy) | $.28 | 1/1/2022 | | J | | | 29669118 | 7/1/2020 | 10/13/2023 | Subordinate Voting Shares | 29669118 | (3) | 22682155 | I | See Footnote (4) |
Convertible Debenture of Indus Holding Company | $0.2 | | | | | | | 7/1/2020 | 10/13/2023 | Subordinate Voting Shares (1)(2) | 160013 | | 160013 | D | |
Warrants (rights to buy) | $0.28 | | | | | | | 7/1/2020 | 10/13/2023 | Subordinate Voting Shares | 800063 | | 800063 | D | |
Explanation of Responses: |
(1) | The principal amount of each Convertible Debenture is convertible into Class C Common Shares of Indus Holding Company ("Class C Common Shares") at $0.20 per share. Class C Common Shares may be redeemed at the option of the holder for Subordinate Voting Shares of the issuer on a one-for-one basis in accordance with the certificate of incorporation of Indus Holding Company. Class C Common Shares may be redeemed at any time and have no expiration date. |
(2) | Interest accrues on the Convertible Debentures and is payable quarterly in arrears; any accrued and unpaid interest at the time of conversion of a Convertible Debenture is convertible into additional Class C Common Shares at $0.20 per share. Accrued interest is not included in the underlying share numbers. |
(3) | The transfer constituted the redemption of membership interests in Geronimo Fund. The value of the consideration for the transferred derivative securities is deemed to be the value of such redeemed membership interests. |
(4) | Geronimo Fund is the record holder of the convertible debenture and warrants. CVOF Manager disclaims beneficial ownership of the convertible debenture and warrants held by Geronimo Fund except to the extent of its pecuniary interest therein. |
Remarks: This Form 4 is filed on behalf of Geronimo CVOF Manager, LLC ("CVOF Manager") and Geronimo Central Valley Opportunity Fund, LLC ("Geronimo Fund"). CVOF Manager is the sole manager of Geronimo Fund. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Geronimo CVOF Manager LLC C/O LOWELL FARMS INC. 19 QUAIL RUN CIRCLE, SUITE B SALINAS, CA 93907 |
| X |
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Geronimo Central Valley Opportunity Fund, LLC C/O LOWELL FARMS INC. 19 QUAIL RUN CIRCLE, SUITE B SALINAS, CA 93907 |
| X |
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Signatures
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/s/ George Allen, as Sole Manager of Geronimo CVOF Manager, LLC | | 4/12/2022 |
**Signature of Reporting Person | Date |
/s/ George Allen, as Sole Manager of Geronimo CVOF Manager, LLC, as Sole Manager of Geronimo Central Valley Opportunity Fund , LLC | | 4/12/2022 |
**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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