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Schoenfeld Adam – ‘4’ for 12/24/20 re: Greenlane Holdings, Inc.

On:  Tuesday, 3/2/21, at 6:18pm ET   ·   For:  12/24/20   ·   Accession #:  925421-21-103   ·   File #:  1-38875

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/02/21  Schoenfeld Adam                   4                      1:12K  Greenlane Holdings, Inc.          Morrison & Foers… LLP/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider -- edgar.xml/3.6                        




        

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

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
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*
Schoenfeld Adam

(Last)(First)(Middle)
C/O GREENLANE HOLDINGS, INC.
1095 BROKEN SOUND PARKWAY, SUITE 300

(Street)
BOCA RATONFL33487

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Greenlane Holdings, Inc. [ GNLN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below) Other (specify below)
Chief Strategy Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/24/20
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class C Common Stock 12/24/20 C 450,000D$0 (1)12,368,205 (2)D
Class C Common Stock 61,721,013ISee footnote. (3)
Class A Common Stock 12/24/20 C 150,000A$0 (1)158,900 (4)D
Class A Common Stock 2/26/21 S 35,000D$5.48 (5)132,667D
Class A Common Stock 22,533IBy spouse.
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Units (1) 12/24/20 C 150,000 (1) (6)Class A Common Stock150,000$0 (1)4,122,735 (7)D
Common Units (1) (1) (1)Class A Common Stock20,573,671 20,573,671ISee footnote. (3)
Explanation of Responses:
(1)  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.
(2)  Following a conversion of 150,000 Common Units on 12/24/20, 450,000 shares of Class C Common stock were forfeited and the reporting person directly owned 12,368,205 shares of Class C Common Stock. Giving effect to a gift of 6,300,000 shares of Class C Common Stock previously reported on a Form 4 timely filed with the Commission on 1/8/21, the reporting person directly owns 6,068,205 shares of Class C Common Stock following the reported transaction.
(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 reported securities. The reporting person shares voting control and may be deemed to beneficially own such securities owned by Jacoby but disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(4)  The reported amount corrects the amount beneficially held by the reporting person. The Form 4 timely filed with the Commission on 11/12/20 inadvertently over-reported the reporting person's direct share holdings by 40,000 shares of Class A Common Stock.
(5)  The reporting person sold the shares pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.29 to $5.76, inclusive. The reporting person undertakes to provide to Greenlane Holdings, Inc., any security holder of Greenlane Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (5) to this Form 4.
(6)  The Common Units have no expiration date.
(7)  Following a conversion of 150,000 Common Units on 12/24/20, the reporting person directly owned 4,122,735 Common Units. Giving effect to a gift of 2,100,000 Common Units previously reported on a Form 4 filed with the Commission on 1/8/21, the reporting person directly owns 2,022,735 Common Units as of the date of this report.
Remarks:
/s/ Douglas Fischer, as attorney-in-fact for Adam Schoenfeld 3/2/21
** Signature of Reporting PersonDate
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 Number.
____________
Transaction Codes:
    C    Conversion of derivative security.
    S    Open market or private sale of non-derivative or derivative security.

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