MTech Sponsor LLC 4
4 · Akerna Corp. · Filed Jun 19, 2019
Insider Transaction Report
Form 4
Akerna Corp.KERN*
MTech Sponsor LLC
10% Owner
Transactions
- Award
Common Stock
2019-06-17+1,681,250→ 1,681,250 total - Other
Common Stock
2019-06-17−100,120→ 1,581,130 total - Award
Warrants
2019-06-17$11.50/sh+243,750$2,803,125→ 243,750 totalExercise: $11.50From: 2019-07-17Exp: 2024-06-17→ Common Stock (243,750 underlying)
Footnotes (5)
- [F1]Received in exchange for an aggregate of 1,681,250 shares of MTech common stock in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among MTech Acquisition Corp. ("MTech"), MTech Acquisition Holdings Inc. (which subsequently filed an Amended and Restated Certificate of Incorporation to change the company's name to Akerna Corp.), MTech Purchaser Merger Sub Inc., MTech Company Merger Sub LLC, MTech Sponsor LLC, MJ Freeway LLC ("MJF") and Jessica Billingsley (as successor to Harold Handelsman), dated as of October 10, 2018, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 17, 2019. These shares remain subject to the terms of that certain unit subscription agreement. The acquisition of these securities by the reporting persons was approved pursuant to Rule 16b-3(d)(1).
- [F2]Represents shares transferred to certain investors in a private financing consummated concurrently with the closing of the Merger Agreement.
- [F3]Received in exchanged for 243,750 warrants of MTech pursuant to the Merger Agreement.
- [F4]SS FL LLC and Game Boy Partners, LLC are the managing members of MTech Sponsor LLC and have voting and investment discretion with respect to the common stock held of record by MTech Sponsor LLC. SS FL LLC and Game Boy Partners, LLC may be deemed to have shared beneficial ownership of the common stock held directly by MTech Sponsor LLC. Mr. Sozio is a Director of Akerna and Mr. Sozio and Mr. Van Dyke are the managing members of SS FL LLC, one of the managing members of the Sponsor.
- [F5]Mr. Drew Effron is the managing member of Game Boy Partners, LLC, the other managing member of the Sponsor, and jointly with Mr. Sozio and Mr. Van Dyke has the voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Sozio, Mr. Van Dyke and Mr. Effron may be deemed to have or share beneficial ownership of such shares. Each such person or entity disclaims beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest.