4//SEC Filing
Shure Brian 4
Accession 0001171843-23-006455
CIK 0001838128other
Filed
Oct 25, 8:00 PM ET
Accepted
Oct 26, 12:35 PM ET
Size
40.3 KB
Accession
0001171843-23-006455
Insider Transaction Report
Form 4
Lowell Farms Inc.LOWLF
Shure Brian
DirectorChief Financial Officer
Transactions
- Award
Subordinate Voting Shares
2023-10-05+92,740→ 122,740 total(indirect: See footnote) - Award
Subordinate Voting Shares
2023-10-05+675,454→ 863,654 total(indirect: See footnote) - Disposition to Issuer
Warrants (right to buy)
2023-10-05−2,161,695→ 0 total(indirect: See footnote)Exercise: $0.26From: 2022-08-15Exp: 2026-02-19→ Subordinate Voting Shares (216,170 underlying) - Disposition to Issuer
Warrants (right to buy Class D Common Shares of Indus)
2023-10-05−7,782,101→ 0 total(indirect: See footnote)Exercise: $0.26From: 2022-08-15Exp: 2026-02-19→ Subordinate Voting Shares (778,210 underlying) - Disposition to Issuer
Convertible Debenture of Indus Holding Company
2023-10-05−4,925,000→ 0 total(indirect: See footnote)Exercise: $0.20From: 2020-07-01Exp: 2023-10-13→ Subordinate Voting Shares (492,500 underlying) - Award
Subordinate Voting Shares
2023-10-05+154,566→ 236,966 total(indirect: See footnote) - Disposition to Issuer
Warrants (right to buy)
2023-10-05−5,188,067→ 0 total(indirect: See footnote)Exercise: $0.26From: 2022-08-15Exp: 2026-02-19→ Subordinate Voting Shares (518,807 underlying) - Disposition to Issuer
Warrants (right to buy Class D Common Shares of Indus)
2023-10-05−3,242,542→ 0 total(indirect: See footnote)Exercise: $0.26From: 2022-08-15Exp: 2026-02-19→ Subordinate Voting Shares (324,254 underlying) - Disposition to Issuer
Convertible Debenture of Indus Holding Company
2023-10-05−2,161,695→ 0 total(indirect: See footnote)Exercise: $0.23From: 2022-08-15Exp: 2023-10-13→ Subordinate Voting Shares (216,170 underlying) - Disposition to Issuer
Convertible Debenture of Indus Holding Company
2023-10-05−1,297,017→ 0 total(indirect: See footnote)Exercise: $0.23From: 2022-08-15Exp: 2023-10-13→ Subordinate Voting Shares (129,702 underlying) - Disposition to Issuer
Warrants (right to buy Class D Common Shares of Indus)
2023-10-05−1,945,525→ 0 total(indirect: See footnote)Exercise: $0.26From: 2022-08-15Exp: 2026-02-19→ Subordinate Voting Shares (194,553 underlying) - Disposition to Issuer
Convertible Debenture of Indus Holding Company
2023-10-05−5,188,067→ 0 total(indirect: See footnote)Exercise: $0.23From: 2022-08-15Exp: 2023-10-13→ Subordinate Voting Shares (518,807 underlying) - Disposition to Issuer
Warrants (right to buy)
2023-10-05−1,297,017→ 0 total(indirect: See footnote)Exercise: $0.26From: 2022-08-15Exp: 2026-02-19→ Subordinate Voting Shares (129,702 underlying) - Disposition to Issuer
Warrants (right to buy)
2023-10-05−4,925,000→ 0 total(indirect: See footnote)Exercise: $0.28From: 2020-07-01Exp: 2023-10-13→ Subordinate Voting Shares (492,500 underlying)
Holdings
- 8,478
Subordinate Voting Shares
- 18,480(indirect: See footnote)
Subordinate Voting Shares
Footnotes (10)
- [F1]On October 5, 2023, Lowell Farms Inc. (the "Company"), repurchased all of the aggregate principal amount of outstanding Secured Convertible Debentures ("Debentures") of its subsidiary, Indus Holding Company ("Indus"), together with the related warrants to purchase Subordinate Voting Shares of the Company (the "Company Warrants") and common shares of Indus (the "Indus Warrants," together with the Company Warrants, the "Warrants"). The reporting person, as a holder of Debentures, received, in exchange for the Debentures and Warrants, a pro rata share of (i) membership interests in LF Brandco LLC and (ii) Subordinate Voting Shares of the Company.
- [F10]Interest accrues on the convertible debentures and is payable quarterly in arrears; any accrued and unpaid interest at the time of conversion of a convertible debenture is convertible into additional Class C Common Shares at $0.20 per share. Accrued interest is not included in the underlying share numbers.
- [F2]On August 31, 2023, the Company executed a one-for-ten reverse stock split of its issued and outstanding Subordinate Voting Shares (the "Reverse Stock Split") resulting in the appropriate reduction in the reporting person's ownership of shares of Subordinate Voting Shares. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the next higher whole number if the fraction is equal to or greater than one-half and rounded down to the next lower whole number if the fraction is less than one-half.
- [F3]Held by the Brian K. Shure Charitable Lead Annuity Trust, of which the reporting person is the trustee and of which the reporting person's three children are the beneficiaries.
- [F4]Held by Ambrose Capital Holdings, LP. Mr. Shure is the President of Ambrose Capital Partners, LLC, which is the general partner of Ambrose Capital Holdings, LP. Mr. Shure disclaims beneficial ownership of the securities held by Ambrose Capital Holdings, LP except to the extent of his pecuniary interest therein.
- [F5]Held by AMTG Holdings, LLLP. Mr. Shure is the President of AMTG Management, Inc., which is the general partner of AMTG Holdings, LLLP. Mr. Shure disclaims beneficial ownership of the securities held by AMTG Holdings, LLLP except to the extent of his pecuniary interest therein.
- [F6]Held by HSK Holdings, LLC. Mr. Shure is the Managing Member of HSK Holdings, LLC. Mr. Shure disclaims beneficial ownership of the securities held by HSK Holdings, LLC except to the extent of his pecuniary interest therein.
- [F7]The principal amount of each convertible debenture is convertible into Class C Common Shares of Indus Holding Company ("Class C Common Shares") at $0.2313 per share. Class C Common Shares may be redeemed at the option of the holder for Subordinate Voting Shares of the issuer on a one-for-one basis in accordance with the certificate of incorporation of Indus Holding Company. Class C Common Shares may be redeemed at any time and have no expiration date.
- [F8]Interest accrues on the convertible debentures and is payable quarterly in arrears; any accrued and unpaid interest at the time of conversion of a convertible debenture is convertible into additional Class C Common Shares at $0.2313 per share. Accrued interest is not included in the underlying share numbers.
- [F9]The principal amount of each convertible debenture was convertible into Class C Common Shares of Indus Holding Company ("Class C Common Shares") at $0.20 per share. Class C Common Shares may be redeemed at the option of the holder for Subordinate Voting Shares of the issuer on a one-for-one basis in accordance with the certificate of incorporation of Indus Holding Company. Class C Common Shares may be redeemed at any time and have no expiration date.
Documents
Issuer
Lowell Farms Inc.
CIK 0001838128
Entity typeother
Related Parties
1- filerCIK 0001861410
Filing Metadata
- Form type
- 4
- Filed
- Oct 25, 8:00 PM ET
- Accepted
- Oct 26, 12:35 PM ET
- Size
- 40.3 KB