Form 4 for GNLN Greenlane Holdings, Inc.
Accepted 2021-09-02 00:00:00 ET · period of report 2021-08-31 · accession 0001062993-21-008194 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-09-02 | 2021-09-01 | GNLN | Jacoby & Co. Inc. | 10% | J - Other | $0.00 | -3.99M | 0 | -100% | $0 |
| DM | 2021-09-02 | 2021-09-01 | GNLN | Jacoby & Co. Inc. | 10% | C - Cnv Deriv | $0.00 | 0 | 16.00M | New | $0 |
| D | 2021-09-02 | 2021-08-31 | GNLN | Jacoby & Co. Inc. | 10% | A - Grant | $0.00 | +19.99M | 19.99M | New | $0 |
| D | 2021-09-02 | 2021-08-31 | GNLN | Jacoby & Co. Inc. | 10% | D - Sale to Iss | $0.00 | -59.96M | 0 | -100% | $0 |
| D | 2021-09-02 | 2021-09-01 | GNLN | Jacoby & Co. Inc. | 10% | C - Cnv Deriv | — | -3.99M | 16.00M | -20% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-09-01 | J | D | 3,988,000 | $0.00 | 0 | D | — | — | (F3) Pursuant to the Third Amended and Restated Operating Agreement of Greenlane Holdings, LLC (the "Operating Company"), 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. (F4) On September 1, 2021, the Reporting Person received 3,988,000 shares of Class A common stock in connection with the redemption of 3,988,000 Common Units, which shares of Class A common stock were distributed to the shareholders of the Reporting Person. 3,988,000 shares of Class B common stock were subsequently cancelled. |
| 2 | Common | Class A Common Stock | 2021-09-01 | C | A | 3,988,000 | $0.00 | 3,988,000 | D | — | — | (F3) Pursuant to the Third Amended and Restated Operating Agreement of Greenlane Holdings, LLC (the "Operating Company"), 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. (F4) On September 1, 2021, the Reporting Person received 3,988,000 shares of Class A common stock in connection with the redemption of 3,988,000 Common Units, which shares of Class A common stock were distributed to the shareholders of the Reporting Person. 3,988,000 shares of Class B common stock were subsequently cancelled. |
| 3 | Common | Class B Common Stock | 2021-09-01 | C | D | 3,988,000 | $0.00 | 15,998,046 | D | — | — | (F3) Pursuant to the Third Amended and Restated Operating Agreement of Greenlane Holdings, LLC (the "Operating Company"), 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. (F4) On September 1, 2021, the Reporting Person received 3,988,000 shares of Class A common stock in connection with the redemption of 3,988,000 Common Units, which shares of Class A common stock were distributed to the shareholders of the Reporting Person. 3,988,000 shares of Class B common stock were subsequently cancelled. |
| 4 | Common | Class B Common Stock | 2021-08-31 | A | A | 19,986,046 | $0.00 | 19,986,046 | D | — | — | (F1) The Issuer's Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on August 31, 2021 eliminates Class C common stock as a class of the Issuer's capital stock, and upon the closing of the the transactions contemplated by the Agreement and Plan of Merger, dated as of March 31, 2021, by and among Greenlane Holdings, Inc., Merger Sub Gotham 1, LLC, Merger Sub Gotham 2, LLC and KushCo Holdings, Inc. (the "Merger Agreement"), all holders of Class C common stock received one-third of a share of Class B common stock for each share of Class C common Stock. (F2) Received in exchange for 59,958,138 shares of the Issuer's Class C common stock pursuant to the Merger Agreement. |
| 5 | Common | Class C Common Stock | 2021-08-31 | D | D | 59,958,138 | $0.00 | 0 | D | — | — | (F1) The Issuer's Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on August 31, 2021 eliminates Class C common stock as a class of the Issuer's capital stock, and upon the closing of the the transactions contemplated by the Agreement and Plan of Merger, dated as of March 31, 2021, by and among Greenlane Holdings, Inc., Merger Sub Gotham 1, LLC, Merger Sub Gotham 2, LLC and KushCo Holdings, Inc. (the "Merger Agreement"), all holders of Class C common stock received one-third of a share of Class B common stock for each share of Class C common Stock. |
| 6 | Derivative | Common Units | 2021-09-01 | C | D | 3,988,000 | — | 15,998,046 | D | — · — to — | 3,988,000 Class A Common Stock | (F4) On September 1, 2021, the Reporting Person received 3,988,000 shares of Class A common stock in connection with the redemption of 3,988,000 Common Units, which shares of Class A common stock were distributed to the shareholders of the Reporting Person. 3,988,000 shares of Class B common stock were subsequently cancelled. (F3) Pursuant to the Third Amended and Restated Operating Agreement of Greenlane Holdings, LLC (the "Operating Company"), 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. (F5) The Common Units have no expiration date. |