SEC Info - Schoenfeld Adam - ‘4’ for 4/5/21 re: Greenlane Holdings, 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^*

Schoenfeld Adam

(Last)

(First)

(Middle)

C/O GREENLANE HOLDINGS, INC.

1095 BROKEN SOUND PARKWAY, SUITE 300

(Street)

BOCA RATON

33487

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
4/5/21

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)
Class C Common Sock	4/5/21		C		179,814 ⁽¹⁾	D	$0 ⁽²⁾	59,958,138	I	See footnote ⁽³⁾
Class C Common Sock								6,068,205	D
Class A Common Stock	4/5/21		C		59,938 ⁽⁴⁾	A	$0 ⁽²⁾	187,868	D
Class A Common Stock								22,533	I	By 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)
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)
Common Units	⁽²⁾	4/5/21		C			59,938	⁽²⁾	⁽⁵⁾	Class A Common Stock	59,938	$0 ⁽²⁾	19,986,046	I	See footnote ⁽³⁾
Common Units	$0							⁽²⁾	⁽⁵⁾	Class A Common Stock	2,022,735		2,022,735	D

Explanation of Responses:

(1) The amount reported as disposed represents the Reporting Person's pecuniary interest in the distribution by Jacoby (as defined below) as described in footnotes (3) and (4) 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) Immediately following the redemption of 587,625 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.

	/s/ Douglas Fischer, as attorney-in-fact for Adam Schoenfeld	4/7/21
	** 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 Code:
C	Conversion of derivative security.

Schoenfeld Adam – ‘4’ for 4/5/21 re: Greenlane Holdings, Inc.

On: Wednesday, 4/7/21, at 7:37pm ET · For: 4/5/21 · Accession #: 1104659-21-47739 · File #: 1-38875

Previous ‘4’: ‘4’ on 4/2/21 for 3/31/21 · Next: ‘4’ on 5/4/21 for 4/30/21 · Latest: ‘4’ on 12/16/22 for 12/15/22

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:

Schoenfeld Adam – ‘4’ for 4/5/21 re: Greenlane Holdings, Inc.

On: Wednesday, 4/7/21, at 7:37pm ET · For: 4/5/21 · Accession #: 1104659-21-47739 · File #: 1-38875

Previous ‘4’: ‘4’ on 4/2/21 for 3/31/21 · Next: ‘4’ on 5/4/21 for 4/30/21 · Latest: ‘4’ on 12/16/22 for 12/15/22

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