4//SEC Filing
Raines William F III 4
Accession 0001654954-21-002847
CIK 0001644903other
Filed
Mar 15, 8:00 PM ET
Accepted
Mar 16, 7:21 AM ET
Size
17.6 KB
Accession
0001654954-21-002847
Insider Transaction Report
Form 4
cbdMD, Inc.YCBD
Raines William F III
Director
Transactions
- Award
restricted stock award
2021-03-12$4.40/sh+1,250$5,500→ 1,250 totalExercise: $0.00From: 2021-12-31Exp: 2021-12-31→ common stock (1,250 underlying) - Award
stock option
2021-03-12+30,000→ 30,000 totalExercise: $4.40From: 2021-03-12Exp: 2026-03-11→ common stock (30,000 underlying) - Other
Common stock
2021-03-12−693,000→ 3,775,924 total(indirect: See footnote) - Award
restricted stock award
2021-03-12$4.40/sh+1,250$5,500→ 1,250 totalExercise: $0.00From: 2021-06-30Exp: 2021-06-30→ common stock (1,250 underlying) - Award
restricted stock award
2021-03-12$4.40/sh+1,250$5,500→ 1,250 totalExercise: $0.00From: 2022-03-12Exp: 2022-03-12→ common stock (1,250 underlying) - Award
restricted stock award
2021-03-12$4.40/sh+1,250$5,500→ 1,250 totalExercise: $0.00From: 2021-09-30Exp: 2021-09-30→ common stock (1,250 underlying)
Footnotes (3)
- [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 members entered into similar Voting Proxy agreements with the Issuer. 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. The Voting Proxy does not prohibit the shareholder from disposing of any portion of the Second Tranche Shares for which unrestricted voting rights have not yet vested. The dispositions by the Reporting Person reported in this Form 4 represents Second Tranche Shares which were subject to the Voting Proxy that were held by non-affiliates of the Issuer for which Rule 144 legend removals were requested and processed and, accordingly, are no longer subject to Voting Proxy agreements.
- [F2]The number of shares of common stock beneficially owned by the Reporting Person includes (i) 1,342 shares held by him directly; (ii) 92,582 shares held of record by Board Investor Group II, LLC; and (iii) 3,682,000 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 3,682,000 Second Tranche Shares which are subject to the Voting Proxy agreements. See footnote 1.
- [F3]The Reporting Person is a member of the Issuer's Board of Directors. The acquisitions by the Reporting Person reported in this Form 4 represent grants to the Reporting Person by the Issuer under its 2021 Equity Compensation Plan as compensation to the Reporting Person for his services on the Issuer's Board of Directors for the Board term beginning March 12, 2021.
Documents
Issuer
cbdMD, Inc.
CIK 0001644903
Entity typeother
Related Parties
1- filerCIK 0001773698
Filing Metadata
- Form type
- 4
- Filed
- Mar 15, 8:00 PM ET
- Accepted
- Mar 16, 7:21 AM ET
- Size
- 17.6 KB