Jacoby & Co. Inc. 3
3 · Greenlane Holdings, Inc. · Filed Apr 18, 2019
Insider Transaction Report
Form 3
Jacoby & Co. Inc.
10% Owner
Holdings
- 67,864,878
Class C common stock
Common Units
→ Class A common stock (22,621,626 underlying)
Footnotes (3)
- [F1]Acquired pursuant to a Subscription Agreement with the Issuer in connection with the recapitalization of Greenlane Holdings, LLC and the Issuer's corporate restructuring and initial public offering ("IPO"). Three shares of the Issuer's Class C common stock were issued for each common membership interest in Greenlane Holdings, LLC ("Common Unit") held by the reporting person. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class C common stock: (i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a three-for-one basis, without consideration, upon the redemption of Common Units for shares of the Issuer's Class A common stock, or cash, at the Issuer's election. See Footnote 3.
- [F2]Represents Common Units of Greenlane Holdings, LLC, which 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. The Common Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of Greenlane Holdings, LLC in connection with the Issuer's IPO. Three shares of the Issuer's Class C common stock were issued for each Common Unit held by the reporting person. See Footnote 1.
- [F3]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. The Common Units have no expiration date. Upon any redemption of Common Units, three shares of Class C common stock are automatically forfeited and cancelled for each Common Unit so redeemed.