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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Units | (2) | 01/06/2021 | C | 130,000 (1) | (2) | (5) | Class A Common Stock | 130,000 | $ 0 (2) | 20,573,671 | I | See footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LoCascio Aaron C/O GREENLANE HOLDINGS, INC. 1095 BROKEN SOUND PARKWAY, SUITE 300 BOCA RATON, FL 33487 |
X | X | Chief Executive Officer |
/s/ Douglas Fischer, as attorney-in-fact for Aaron LoCascio | 01/08/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The amount disposed of is being reported according to the Reporting Person's pecuniary interest in Jacoby (as defined below). |
(2) | Pursuant to the Third Amended and Restated Operating Agreement of Greenlane Holdings, LLC (the "Operating Company"), the common membership interests in the Operting 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, three shares of Class C Common Stock are automatically forfeited and cancelled for each Common Unit so redeemed. |
(3) | 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. |
(4) | Following the redemption of 650,000 Common Units for shares of Class A Common Stock, Jacoby distributed the shares of Class A Common Stock to it stockholders, including the Reporting Person. |
(5) | The Common Units have no expiration date. |