4//SEC Filing
Jacoby & Co. Inc. 4
Accession 0001062993-21-008194
CIK 0001743745other
Filed
Sep 1, 8:00 PM ET
Accepted
Sep 2, 7:18 PM ET
Size
14.3 KB
Accession
0001062993-21-008194
Insider Transaction Report
Form 4
Jacoby & Co. Inc.
10% Owner
Transactions
- Disposition to Issuer
Class C Common Stock
2021-08-31−59,958,138→ 0 total - Award
Class B Common Stock
2021-08-31+19,986,046→ 19,986,046 total - Conversion
Class A Common Stock
2021-09-01+3,988,000→ 3,988,000 total - Other
Class A Common Stock
2021-09-01−3,988,000→ 0 total - Conversion
Class B Common Stock
2021-09-01−3,988,000→ 15,998,046 total - Conversion
Common Units
2021-09-01−3,988,000→ 15,998,046 total→ Class A Common Stock (3,988,000 underlying)
Footnotes (5)
- [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.
- [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.
- [F5]The Common Units have no expiration date.
Issuer
Greenlane Holdings, Inc.
CIK 0001743745
Entity typeother
IncorporatedNV
Related Parties
1- filerCIK 0001773421
Filing Metadata
- Form type
- 4
- Filed
- Sep 1, 8:00 PM ET
- Accepted
- Sep 2, 7:18 PM ET
- Size
- 14.3 KB