4//SEC Filing
Raines William F III 4
Accession 0001654954-20-004413
CIK 0001644903other
Filed
Apr 23, 8:00 PM ET
Accepted
Apr 24, 4:30 PM ET
Size
7.1 KB
Accession
0001654954-20-004413
Insider Transaction Report
Form 4
cbdMD, Inc.YCBD
Raines William F III
Director
Transactions
- Other
Common Stock
2020-04-23+6,562,500→ 6,676,424 total(indirect: See Footnote)
Footnotes (2)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated December 3, 2018 by and between the Issuer, its wholly owned subsidiaries, and Cure Based Development, LLC which closed on December 20, 2018 (the "Closing Date"), an aggregate of 8,750,000 shares of the Issuer's common stock (the "Second Tranche Shares") were issued to CBD Holding, LLC ("CBDH") in April 2019 as partial consideration under the terms of the Merger Agreement. Under the terms of the Merger Agreement the Second Tranche Shares were subject to a Voting Proxy Agreement pending the vesting of unrestricted voting rights, of which unrestricted voting rights to an aggregate of 2,187,500 shares vested on December 20, 2019. Pursuant to the Voting Proxy Agreement, the voting rights to the shares of the Issuer's common stock for which unrestricted voting rights have not yet vested are held by the independent chairman of the Audit Committee of the Issuer's board of directors who will vote such shares on any matter brought before the Issuer's shareholders in accordance with the recommendation of its board of directors. On February 26, 2020 in connection with its dissolution and liquidation and pursuant to the terms of a Distribution Agreement (the "CBDH Distribution Agreement"), CBDH distributed the Second Tranche Shares to its members on a pro rata basis. On February 26, 2020, in connection with the CBDH Distribution Agreement, the CBDH members entered into similar Voting Proxy Agreements with the Issuer. On April 23, 2020 the Reporting Person was elected chairman of the Audit Committee of the Issuer's board of directors and currently serves as the proxy holder under the Voting Proxy Agreements. The Reporting Person disclaims beneficial ownership of such securities.
- [F2]The number of shares of common stock beneficially owned by Mr. Raines includes (i) 21,342 shares held by him directly; (ii) 92,582 shares held of record by Board Investor Group II, LLC; and (iii) 6,562,500 Second Tranche Shares for which unrestricted voting rights have not yet vested. Mr. Raines, in his position as Chief Executive Officer of Board Investor Group II, LLC, has voting and dispositive control over securities held by Board Investor Group II, LLC. Mr. Raines disclaims beneficial ownership of securities held by Board Investors Group II, LLC except to the extent of his pecuniary interest therein, and disclaims beneficial ownership of the 6,562,500 Second Tranche Shares which are subject to the Voting Proxy Agreements. See footnote 1.
Documents
Issuer
cbdMD, Inc.
CIK 0001644903
Entity typeother
Related Parties
1- filerCIK 0001773698
Filing Metadata
- Form type
- 4
- Filed
- Apr 23, 8:00 PM ET
- Accepted
- Apr 24, 4:30 PM ET
- Size
- 7.1 KB