4//SEC Filing
Jacoby & Co. Inc. 4
Accession 0001213900-19-007636
CIK 0001743745other
Filed
Apr 30, 8:00 PM ET
Accepted
May 1, 8:05 PM ET
Size
13.7 KB
Accession
0001213900-19-007636
Insider Transaction Report
Form 4
Jacoby & Co. Inc.
10% Owner
Transactions
- Sale
Class A common stock
2019-04-29$15.81/sh−368,095$5,819,582→ 0 total - Conversion
Class A common stock
2019-04-29+368,095→ 368,095 total - Conversion
Common Units
2019-04-29−368,095→ 21,608,671 total→ Class A common stock (368,095 underlying) - Conversion
Class C common stock
2019-04-29−1,104,285→ 64,826,013 total
Footnotes (7)
- [F1]The Reporting Person sold 368,095 shares of the Issuer's Class A common stock to the underwriters in connection with the underwriters' exercise of their option to purchase additional shares of Class A common stock (the "Over-Allotment Option") following the closing of the initial public offering by the Issuer of its Class A common stock on April 23, 2019 (the "IPO"). The shares of Class A common stock sold in connection with the Over-Allotment Option were sold at the IPO price of $15.81 per share ($17.00, less underwriting discounts and commissions in the amount of $1.19 per share). The Reporting Person was a Selling Stockholder with respect to the IPO and the Over-Allotment Option.
- [F2]The Reporting Person acquired 368,095 shares of Class A common stock upon (i) the forfeiture of shares of the Issuer's Class C common stock on a three-for-one basis and (ii) the redemption of an equal number of common membership interests in Greenlane Holdings, LLC ("Common Units"), in connection with the Over-Allotment Option, as further described in footnotes 3 and 4 below.
- [F3]The Reporting Person acquired 67,864,878 shares of Class C 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. Three shares of the Issuer's Class C common stock were 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 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.
- [F4]On April 29, 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 Over-Allotment Option, 368,095 Common Units were redeemed by the Reporting Person, and 1,104,285 shares of Class C common stock were forfeited, in each case for 368,095 shares of Class A common stock, with such shares of Class A common stock being sold by the Reporting Person in connection with the Over-Allotment Option.
- [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. Three shares of the Issuer's Class C common stock were 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, three shares of Class C common stock are 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
IncorporatedNV
Related Parties
1- filerCIK 0001773421
Filing Metadata
- Form type
- 4
- Filed
- Apr 30, 8:00 PM ET
- Accepted
- May 1, 8:05 PM ET
- Size
- 13.7 KB