4//SEC Filing
Raines William F III 4
Accession 0001654954-20-013847
CIK 0001644903other
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 5:02 PM ET
Size
7.1 KB
Accession
0001654954-20-013847
Insider Transaction Report
Form 4
cbdMD, Inc.YCBD
Raines William F III
Director
Transactions
- Other
Common Stock
2020-12-20−2,187,500→ 4,488,924 total(indirect: see footnote)
Footnotes (2)
- [F1]Under the terms of the Agreement and Plan of Merger dated December 3, 2018 (the "Merger Agreement") and the related Voting Proxy dated December 20, 2018 (the "Voting Proxy"), the independent Chairman of the Audit Committee of the Issuer's Board of Directors held voting rights over an aggregate of 8,750,000 shares of common stock (the "Second Tranche Shares") initially issued to CBD Holding, LLC ("CBDH") until the unrestricted voting rights to those shares vest pursuant to the terms of the Merger Agreement. On December 20, 2019 the unrestricted voting rights to the first 2,187,500 shares vested. 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 December 20, 2020 the unrestricted voting rights to an additional 2,187,5000 Second Tranche Shares vested pursuant to the terms of the Merger Agreement. The unrestricted voting rights to the remaining4,375,000 Second Tranche Shares will vest as follows: (i) 2,187,500 shares will vest on June 20, 2022; and (ii) the remaining 2,187,500 shares will vest on December 20, 2023. Until the unrestricted voting rights vest, Mr. Raines, as independent Chairman of the Audit Committee of the Issuer's Board of Directors, holds voting rights over these shares 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. Raines disclaims beneficial ownership of the securities held of record by the CBDH members.
- [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) 4,375,000 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 4,375,000 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
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 5:02 PM ET
- Size
- 7.1 KB