| | | | | | | | | | | | | | | | | | | | | |
Ownership Document |
Schema Version: X0306 |
Document Type: 4/A |
Period of Report: 7/19/22 |
Date of Original Submission: 7/21/22 |
Issuer: |
| Issuer CIK: 1743745 |
| Issuer Name: Greenlane Holdings, Inc. |
| Issuer Trading Symbol: GNLN |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1773162 |
| | Owner Name: LoCascio Aaron |
| Reporting Owner Address: |
| | Owner Street 1: C/O GREENLANE HOLDINGS, INC. |
| | Owner Street 2: 1095 BROKEN SOUND PARKWAY, SUITE 300 |
| | Owner City: BOCA RATON |
| | Owner State: FL |
| | Owner ZIP Code: 33487 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 3/15/22 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: G |
| | | Equity Swap Involved? No |
| | | Footnote ID: F2 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 619,824 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 84,259 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 7/19/22 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,592,827 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F5 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 7/19/22 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,592,827 |
| Footnote ID: F3 |
| Footnote ID: F5 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 9,677,086 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 7/19/22 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: G |
| | | Equity Swap Involved? No |
| | | Footnote ID: F2 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,592,827 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 84,259 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Common Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Transaction Date: |
| | | Value: 7/19/22 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,592,827 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F6 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 9,592,827 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F5 |
Footnotes: |
| Footnote - F1: Explanatory Note: This amended Form 4 is being filed to correct the Form 4 filed on July 21, 2022 (the "Original Form 4"), to correct inadvertent scriveners' errors with regard to the "Amount of Securities Beneficially Owned Following Reported Transaction(s)" for each transaction reported in the Original Form 4. All other information previously reported in the Original Form 4, and restated in this amended Form 4, remains correct. |
| Footnote - F2: The Reporting Person transferred shares of Class A Common Stock to trusts for estate planning purposes, over which the Reporting Person does not have voting or investment control. |
| Footnote - F3: Immediately following the redemption of 15,998,046 Common Units for shares of Class A common stock, Jacoby (as defined below) distributed the shares of Class A common stock to its stockholders, including the Reporting Person. The number of shares of Class B common stock and Common Units shown as disposed and the number of shares of Class A common stock shown as acquired by the Reporting Person represent shares of Class A common stock distributed directly to the Reporting Person in proportion to his pecuniary interest in Jacoby. |
| Footnote - F4: Pursuant to the Operating Company's (as defined below) Fourth Amended and Restated Operating Agreement, the common membership interests in the Operating 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, one share of Class B common stock is automatically forfeited and cancelled for each Common Unit so redeemed. On July 19, 2022, Jacoby tendered 15,998,046 Common Units for redemption and was issued 15,998,046 shares of Class A common stock. |
| Footnote - F5: The reporting person is a stockholder of Jacoby & Co. Inc. ("Jacoby"), which is a member of Greenlane Holdings, LLC (the "Operating Company") and is the direct record owner of the securities described herein. The reporting person shared voting control of such securities owned by Jacoby and had a pecuniary interest in such securities held by Jacoby. |
| Footnote - F6: The Common Units had no expiration date. |
Owner Signature: |
| Signature Name: /s/ Amir Sadr, as attorney-in-fact for Aaron LoCascio |
| Signature Date: 8/3/22 |