4//SEC Filing
SIEGEL SEYMOUR 4
Accession 0001654954-20-004415
CIK 0001644903other
Filed
Apr 23, 8:00 PM ET
Accepted
Apr 24, 4:30 PM ET
Size
9.0 KB
Accession
0001654954-20-004415
Insider Transaction Report
Form 4
cbdMD, Inc.YCBD
SIEGEL SEYMOUR
Director
Transactions
- Other
Common Stock
2020-04-23−6,562,500→ 2,531 total(indirect: See footnote)
Holdings
- 7,000
Stock Option
Exercise: $3.34From: 2018-08-16Exp: 2028-08-16→ Common Stock (7,000 underlying) - 20,000
Stock Option
Exercise: $5.41From: 2019-05-09Exp: 2029-05-09→ Common Stock (20,000 underlying)
Footnotes (1)
- [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. The Reporting Person previously served as chairman of the Audit Committee of the Issuer's board of directors. The Reporting Person did not stand for re-election at the Issuer's 2020 annual meeting of shareholders held on April 23, 2020 and, accordingly, no longer serves on the Issuer's board of directors. On April 23, 2020 Mr. William F. Raines, III was elected chairman of the Audit Committee of the Issuer's board of directors and has succeeded to the position of proxy holder under the Voting Proxy Agreements.
Documents
Issuer
cbdMD, Inc.
CIK 0001644903
Entity typeother
Related Parties
1- filerCIK 0001253065
Filing Metadata
- Form type
- 4
- Filed
- Apr 23, 8:00 PM ET
- Accepted
- Apr 24, 4:30 PM ET
- Size
- 9.0 KB