4//SEC Filing
Raines William F III 4
Accession 0001654954-22-005147
CIK 0001644903other
Filed
Apr 18, 8:00 PM ET
Accepted
Apr 19, 4:40 PM ET
Size
9.5 KB
Accession
0001654954-22-005147
Insider Transaction Report
Form 4
cbdMD, Inc.YCBD
Raines William F III
Director
Transactions
- Award
Common Stock
2022-03-11+5,000→ 11,342 total - Award
Stock Options (Right to Buy)
2022-03-11+30,000→ 30,000 totalExercise: $0.82From: 2022-03-11Exp: 2027-03-11→ Common Stock (30,000 underlying)
Holdings
- 3,774,582(indirect: See footnote)
Common Stock
Footnotes (4)
- [F1]Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The grant was exempt from Section 16(b) under the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder as it was approved in advance by the Issuer's Compensation, Corporate Governance and Nominating Committee, which is comprised of four non-employee directors. The restricted stock units vest quarterly in equal increments on June 30, 2022, September 30, 2022, December 31, 2022 and March 31, 2023, subject to continued service as a director of the Issuer on each applicable vesting date. Shares of common stock will be delivered to the Reporting Person upon the vesting of the restricted stock units. The restricted stock units were issued under the 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 11, 2022.
- [F2]The number of shares of common stock beneficially owned by the Reporting Person includes: (i) 92,582 shares held of record by Board Investor Group II, LLC; and (ii) 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.
- [F3]The stock options were granted under the 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 11, 2022. The grant was exempt from Section 16(b) under the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder as it was approved in advance by the Issuer's Compensation, Corporate Governance and Nominating Committee, which is comprised of four non-employee directors. The stock options are fully vested.
- [F4]Not applicable.
Documents
Issuer
cbdMD, Inc.
CIK 0001644903
Entity typeother
Related Parties
1- filerCIK 0001773698
Filing Metadata
- Form type
- 4
- Filed
- Apr 18, 8:00 PM ET
- Accepted
- Apr 19, 4:40 PM ET
- Size
- 9.5 KB