4//SEC Filing
Kadey Sasha 4
Accession 0001213900-19-007135
CIK 0001743745other
Filed
Apr 24, 8:00 PM ET
Accepted
Apr 25, 6:42 PM ET
Size
13.2 KB
Accession
0001213900-19-007135
Insider Transaction Report
Form 4
Kadey Sasha
Chief Marketing Officer
Transactions
- Sale
Class A common stock
2019-04-23$15.81/sh−11,639$184,013→ 0 total - Conversion
Common Units
2019-04-23−11,639→ 474,991 total→ Class A common stock (11,639 underlying) - Conversion
Class B common stock
2019-04-23−11,639→ 474,991 total - Conversion
Class A common stock
2019-04-23+11,639→ 11,639 total
Footnotes (7)
- [F1]The Reporting Person sold 11,639 shares of the Issuer's Class A common stock to the underwriters at a net price per share of $15.81 (after underwriting discounts and commissions in the amount of $1.19 per share) in connection with the closing of the initial public offering by the Issuer of its Class A common stock on April 23, 2019 (the "IPO"). The Reporting Person was a Selling Stockholder in the IPO.
- [F2]The Reporting Person acquired 11,639 shares of Class A common stock upon the forfeiture of an equal number of shares of the Issuer's Class B common stock and the redemption of an equal number of common membership interests in Greenlane Holdings, LLC ("Common Units"), in connection with the IPO, as further described in footnotes 3 and 4 below.
- [F3]The Reporting Person acquired 486,630 shares of Class B common stock pursuant to a Subscription Agreement with the Issuer in connection with the recapitalization of Greenlane Holdings, LLC and the Issuer's corporate restructuring and IPO. One share of the Issuer's Class B common stock was issued for each Common Unit held by the Reporting Person. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class B 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 one-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.
- [F4]On April 23, 2019, pursuant to a Common Unit Redemption Agreement among the Issuer, Greenlane Holdings, LLC, the Reporting Person and certain other holders of Common Units that were Selling Stockholders in the IPO, and in connection with the closing of the IPO, 11,639 Common Units were redeemed by the Reporting Person, and 11,639 shares of Class B common stock were forfeited, in each case for an equal number of shares of Class A common stock, with such shares of Class A common stock being sold by the Reporting Person in the IPO.
- [F5]Represents Common Units of Greenlane Holdings, LLC. The Common Units were acquired pursuant to a reclassification and reorganization of Greenlane Holdings, LLC in connection with the IPO. One share of the Issuer's Class B common stock was issued for each Common Unit held by the Reporting Person.
- [F6]Pursuant to the Third Amended and Restated Operating Agreement of Greenlane Holdings, LLC, 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.
- [F7]The Common Units have no expiration date.
Documents
Issuer
Greenlane Holdings, Inc.
CIK 0001743745
Entity typeother
Related Parties
1- filerCIK 0001773292
Filing Metadata
- Form type
- 4
- Filed
- Apr 24, 8:00 PM ET
- Accepted
- Apr 25, 6:42 PM ET
- Size
- 13.2 KB