4//SEC Filing
Coffman Raymond Scott 4
Accession 0001654954-19-004631
CIK 0001644903other
Filed
Apr 21, 8:00 PM ET
Accepted
Apr 22, 3:03 PM ET
Size
8.1 KB
Accession
0001654954-19-004631
Insider Transaction Report
Form 4
Coffman Raymond Scott
Director
Transactions
- Conversion
common stock
2019-04-22+3,684,000→ 3,684,000 total(indirect: see footnote) - Conversion
common stock
2019-04-22+8,750,000→ 12,434,000 total(indirect: see footnote)
Footnotes (2)
- [F1]The number of shares acquired represents shares issued to Edge of Business, LLC ("Edge") under contract rights previously received on December 20, 2018 in connection with the closing of an Agreement and Plan of Merger dated December 3, 2018 following the approval by the Issuer's shareholders for the possible issuance of in excess of 19.99% of its presently outstanding common stock in accordance with the rules of the NYSE American, LLC (the "Shareholder Approval") as disclosed in the Form 3 filed by the Reporting Person on December 28, 2018. Mr. R. Scott Coffman holds voting and dispositive control over securities held of record by Edge. Mr. Coffman disclaims beneficial ownership of the securities held of record by Edge except to the extent of his pecuniary interest therein.
- [F2]The number of shares acquired represents shares issued to CBD Holding, LLC ("CBDH") under contract rights previously received on December 20, 2018 in connection with the closing of an Agreement and Plan of Merger dated December 3, 2018 following Shareholder Approval as disclosed in the Form 3 filed by the Reporting Person on December 28, 2018. The unrestricted voting rights to these shares vests follows: (i) 2,187,500 shares will vest on December 20, 2019; (ii) an additional 2,187,500 shares will vest on December 20, 2020; (iii) an additional 2,187,500 shares will vest on June 30, 2022; and (iv) the remaining 2,187,500 shares will vest on December 20, 2023. The independent chairman of the Audit Committee of the Issuer's Board of Directors holds voting rights over these shares under the terms of a Voting Proxy Agreement dated December 20, 2018 (the "Proxy Agreement") until they vest, and will vote such shares on any matter brought before the Issuer's shareholders in accordance with the recommendation of the Issuer's Board of Directors. Mr. R. Scott Coffman holds voting and dispositive control over securities held of record by CBDH except to the extent limited by the Proxy Agreement. Mr. Coffman disclaims beneficial ownership of the securities held of record by CBDH except to the extent of his pecuniary interest therein.
Documents
Issuer
Level Brands, Inc.
CIK 0001644903
Entity typeother
Related Parties
1- filerCIK 0001761772
Filing Metadata
- Form type
- 4
- Filed
- Apr 21, 8:00 PM ET
- Accepted
- Apr 22, 3:03 PM ET
- Size
- 8.1 KB