SEC Info - Cohen Shai Marco - ‘4’ for 1/7/20 re: Cannapowder, Inc.

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).

1. Name and Address of Reporting Person^*

Cohen Shai Marco

(Last)

(First)

(Middle)

BEN GURIUN ST #1, B.S.R TOWER 2

(Street)

BNEI BREAK

5120149

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CANNAPOWDER, INC. [ CAPD ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO and Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
1/7/20

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)
Common Stock	1/7/20	1/7/20	M ⁽¹⁾		400,000	A	$0.01	400,000	D
Common Stock	1/7/20	1/7/20	F ⁽²⁾		396,000	D	$1	396,000	D
Common Stock	1/8/20	1/8/20	P		246,875	A	$0.6076	10,904,837	I ⁽³⁾	By MNSCO, LLC
Common Stock	1/8/20	1/8/20	P		41,650	A	$1.8007	10,946,487	I ⁽³⁾	By MNSCO, LLC
Common Stock	1/8/20	1/8/20	P		28,000	A	$0.85	10,974,487	I ⁽³⁾	By MNSCO, LLC

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)
Class E Common Stock Warrants (right to buy	$0.01	1/7/20		M ⁽¹⁾			100,000	11/1/18	11/1/22	Common stock	100,000	$0	0	D
Class E Common Stock Warrants (right to buy)	$0.01	1/7/20		M ⁽¹⁾			50,000	1/31/19	1/31/22	Common Stock	50,000	$0	0	D
Class I Common Stock Warrants (right to buy)	$0.01	1/7/20		M ⁽¹⁾			250,000	5/1/19	5/1/21	Common Stock	250,000	$0	0	D

Explanation of Responses:

(1) On January 7, 2020, Mr. Cohen exercised, via a cashless exercise, Series E warrants to acquire 150,000 shares of common stock of the issuer and Series I warrants to acquire 250,000 shares of common stock of the issuer, at the exercise price of $0.01 per share.

(2) In connection with the cashless exercise of Series E warrants and Series I warrants by Mr. Cohen, the issuer withheld 4,000 shares of its common stock to satisfy the exercise price, and issued to Mr. Cohen the remaining 396,000 shares. The volume weighted average price of the common stock was $1.00.

(3) The reported shares are held directly by MNSCO, LLC ("MNSCO"), a limited liability company, 50.1% of which is beneficially owned by Matthew Bronfman (through BA LLC, an entity wholly owned by Mr. Bronfman), and 49.9% of which is beneficially owned by Shai Cohen. Each of MNSCO and Mr. Cohen is the reporting person herein. Mr. Cohen is the sole manager of MNSCO, has voting and dispositive power of shares held by MNSCO and may be deemed to beneficially own the shares held by MNSCO. Mr. Cohen disclaims beneficial ownership of the shares owned by MNSCO except to the extent of his 49.9% pecuniary interest therein.

	/s/ Shai Cohen	4/14/20
	** 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.
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____________ Transaction Codes:
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.
P	Open market or private purchase of non-derivative or derivative security.

Cohen Shai Marco – ‘4’ for 1/7/20 re: Cannapowder, Inc.

On: Tuesday, 4/14/20, at 3:00pm ET · For: 1/7/20 · Accession #: 1493152-20-6352 · File #: 0-26027

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Cohen Shai Marco – ‘4’ for 1/7/20 re: Cannapowder, Inc.

On: Tuesday, 4/14/20, at 3:00pm ET · For: 1/7/20 · Accession #: 1493152-20-6352 · File #: 0-26027

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents