Initial Statement of Beneficial Ownership (3)
December 07 2022 - 01:09PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 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 * Nickoll Benjamin
Edward |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
8/30/2021
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3. Issuer Name and Ticker or Trading
Symbol Lowell Farms Inc. [LOWLF] |
(Last)
(First)
(Middle)
8 NORTH SHORE RD. UNIT B |
4. 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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(Street)
WARREN, CT 06777
(City)
(State)
(Zip)
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5. 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 |
Table I - Non-Derivative Securities Beneficially
Owned
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1.Title of Security
(Instr. 4) |
2. Amount of Securities Beneficially Owned
(Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) |
4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Subordinate Voting Shares |
600000 (1) |
I |
See Footnote (1) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative
Security |
5. Ownership Form of Derivative Security: Direct (D)
or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Warrants (rights to buy) |
8/30/2021 |
8/30/2024 |
Subordinate Voting Shares (2)(3) |
300000 (4) |
$1.40 |
I |
See Footnote (4) |
2022 Convertible Debenture of Indus Holding
Company |
8/17/2022 |
10/13/2023 |
Subordinate Voting Shares (2)(3) |
2623588 (5) |
$.23 |
I |
See Footnote (5) |
Warrants (rights to buy) |
8/17/2022 |
10/13/2023 |
Subordinate Voting Shares (2)(3) |
2623588 (6) |
$.26 |
I |
See Footnote (6) |
2020 Convertible Debenture of Indus Holding
Company |
4/13/2020 |
10/13/2023 |
Subordinate Voting Shares (2)(3) |
6226505 (7) |
$.20 |
I |
See Footnote (7) |
Warrants (rights to buy) |
4/13/2020 |
10/13/2023 |
Subordinate Voting Shares (2)(3) |
6226505 (8) |
$.28 |
I |
See Footnote (8) |
Explanation of
Responses: |
(1) |
The Subordinate Voting
Shares hold shared voting and dispositive power with John F.
Nickoll Marital Trust owning 200,000 shares, Kestrel Foundation
owning 200,000 shares, and Christine Armstrong owning 200,000
shares. |
(2) |
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. |
(3) |
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. |
(4) |
The $18,000,000 Offering
Warrants hold shared voting and dispositive power with John F.
Nickoll Marital Trust owning 100,000 shares, Kestrel Foundation
owning 100,000 shares, and Christine Armstrong owning 100,000
shares. |
(5) |
The Shares underlying the
2022 Convertible Debentures hold shared voting and dispositive
power with John F. Nickoll Marital Trust owning 1,513,186 shares,
Kestrel Foundation owning 648,508 shares, and Benjamin Nickoll
Trust UWO Ann Nickoll owning 461,894 shares. |
(6) |
The Warrants underlying the
2022 Convertible Debentures hold shared voting and dispositive
power with John F. Nickoll Marital Trust owning 1,513,186 shares,
Kestrel Foundation owning 648,508 shares, and Benjamin Nickoll
Trust UWO Ann Nickoll owning 461,894 shares. |
(7) |
The Shares underlying the
2020 Convertible Debentures hold shared voting and dispositive
power with John F. Nickoll Marital Trust owning 3,524,435 shares,
Kestrel Foundation owning 1,997,180 shares, and Benjamin Nickoll
Trust UWO Ann Nickoll owning 704,890 shares. |
(8) |
The Warrants underlying the
2020 Convertible Debentures hold shared voting and dispositive
power with John F. Nickoll Marital Trust owning 3,524,435 shares,
Kestrel Foundation owning 1,997,180 shares, and Benjamin Nickoll
Trust UWO Ann Nickoll owning 704,890 shares. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Nickoll Benjamin Edward
8 NORTH SHORE RD. UNIT B
WARREN, CT 06777 |
|
X |
|
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Signatures
|
/s/ Benjamin Nickoll |
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12/7/2022 |
**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 5(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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