[ ]
|
Rule 13d-1(b)
|
[X]
|
Rule 13d-1(c)
|
[ ]
|
Rule 13d-1(d)
|
CUSIP NO. 395330103
|
Page 2 of 13 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
882,353
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
882,353
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 395330103
|
Page 3 of 13 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
882,353
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
882,353
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 395330103
|
Page 4 of 13 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
882,353
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
882,353
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 395330103
|
Page 5 of 13 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
c.
|
[ ]
|
d.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
882,353
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
882,353
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 395330103
|
Page 6 of 13 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
882,353
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
882,353
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 395330103
|
Page 7 of 13 Pages
|
Item 1(a).
|
Name of Issuer:
|
Greenlane Holdings Inc. (the “Issuer”).
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
1095 Broken Sound Parkway, Suite 300
|
|
Boca Raton, FL 33487
|
|
Item 2(a).
|
Name of Person Filing
|
This statement is being filed (1) by Moore Capital Management, LP, a Delaware limited partnership (“MCM”), (2) by MMF Moore ET
Investments, LP, a Bahamian limited partnership (“MMFET”), (3) by Moore Advisors, Ltd., a Bahamian company (“MAL”), (4) by Moore Capital Advisors, L.L.C., a Delaware limited liability company (“MCA”), and (5) by Louis M. Bacon (“Mr.
Bacon”), a United States citizen, in his capacity as chairman, chief executive officer and director of MCM. MCM serves as discretionary investment manager to MMFET. MAL and MCA are co-general partners of MMFET. Mr. Bacon is the chairman
and director of MCA. This statement relates to Shares (as defined below) held by MMFET. Each of MCM, MMFET, MCA, MAL and Mr. Bacon, in the capacities set forth above, may be deemed to be the beneficial owner of Shares.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
The principal business office of each of MCM, MCA and Mr. Bacon is located at Eleven Times Square, New York, New York 10036. The
principal business office of each of MMFET and MAL is located at Citco Fund Services (Bahamas) Limited, One Montague Place, 1st Floor, East Bay Street, P.O. Box N-4906, Nassau, Bahamas.
|
Item 2(c).
|
Citizenship:
|
i)
|
MCM is a Delaware limited partnership;
|
ii)
|
MMFET is a Bahamas limited partnership;
|
iii)
|
MAL is a Bahamas limited company;
|
iv)
|
MCA is a Delaware limited liability company; and
|
v)
|
Mr. Bacon is a United States citizen.
|
Item 2(d).
|
Title of Class of Securities:
|
Class A Common Stock, par value $0.01 per share (the "Shares").
|
|
Item 2(e).
|
CUSIP Number:
|
395330103
|
CUSIP NO. 395330103
|
Page 8 of 13 Pages
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|||
This Item 3 is not applicable.
|
||||
Item 4.
|
Ownership:
|
|||
Item 4(a).
|
Amount Beneficially Owned:
|
|||
As of the date hereof, each of MCM, MMFET, MCA, MAL and Mr. Bacon may be deemed to be the beneficial owner of 882,353 Shares held by
MMFET.
|
||||
Item 4(b).
|
Percent of Class:
|
|||
According to the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) on April 17, 2019, the number of Shares anticipated to be
outstanding as of April 23, 2019 was 9,547,776. As of the date hereof, each of MCM, MMFET, MCA, MAL and Mr. Bacon may be deemed to be the beneficial owner of 9.24% of the total number of Shares outstanding.
|
||||
Item 4(c).
|
Number of shares as to which such person has:
|
|||
MCM
|
||||
(i)
|
Sole power to vote or direct the vote
|
882,353
|
||
(ii)
|
Shared power to vote or to direct the vote
|
0
|
||
(iii)
|
Sole power to dispose or to direct the disposition of
|
882,353
|
||
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
MMFET
|
|||
(i)
|
Sole power to vote or direct the vote
|
882,353
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
882,353
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
MAL
|
|||
(i)
|
Sole power to vote or direct the vote
|
882,353
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
882,353
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
MCA
|
|||
(i)
|
Sole power to vote or direct the vote
|
882,353
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
882,353
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
Mr. Bacon
|
|||
(i)
|
Sole power to vote or direct the vote
|
882,353
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
882,353
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
CUSIP NO. 395330103
|
Page 9 of 13 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owners of more than five percent of the class of securities, check the following [ ].
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
The partners of MMFET have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by
MMFET in accordance with their respective ownership interests in MMFET.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company:
|
This Item 7 is not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
This Item 8 is not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group:
|
This Item 9 is not applicable.
|
|
Item 10.
|
Certification:
|
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having such purpose or effect.
|
CUSIP NO. 395330103
|
Page 10 of 13 Pages
|
Date: May [3], 2019
|
MOORE CAPITAL MANAGEMENT, LP
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
|
Date: May [3], 2019
|
MMF MOORE ET INVESTMENTS, LP
|
By: Moore Capital Management, LP
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
|
Date: May [3], 2019
|
MOORE ADVISORS, LTD.
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
|
Date: May [3], 2019
|
MOORE CAPITAL ADVISORS, L.L.C.
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: May [3], 2019
|
LOUIS M. BACON
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Attorney-in-Fact
|
CUSIP NO. 395330103
|
Page 11 of 13 Pages
|
A.
|
Joint Filing Agreement, dated as of May [3], 2019, by and between Moore Capital Management, LP, MMF Moore ET Investments, LP, Moore Advisors, Ltd., Moore Capital Advisors, L.L.C and Louis M. Bacon
|
15
|
B. |
Power of Attorney, dated as of July 5, 2007, granted by Louis M. Bacon in favor James E. Kaye and Anthony J. DeLuca |
16
|
CUSIP NO. 395330103
|
Page 12 of 13 Pages
|
Date: May [3], 2019
|
MOORE CAPITAL MANAGEMENT, LP
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: May [3], 2019
|
MMF MOORE ET INVESTMENTS, LP
|
By: Moore Capital Management, LP
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: May [3], 2019
|
MOORE ADVISORS, LTD.
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: May [3], 2019
|
MOORE CAPITAL ADVISORS, L.L.C.
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: May [3], 2019
|
LOUIS M. BACON
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Attorney-in-Fact
|
CUSIP NO. 395330103
|
Page 13 of 13 Pages
|