Cannapowder Form 5 / Shai Marco Cohen ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Cohen Shai Marco

(Last)

(First)

(Middle)

BEN GURIUN ST #1, B.S.R TOWER 2

(Street)

BNEI BREAK

5120149

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CANNAPOWDER, INC. [ CAPD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO and Chairman of the Board

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/26/2019	11/26/2019	S4	250,000	D	$0.71	0	I	By F1 One of a Kind Investment, LLC⁽¹⁾
Common Stock	11/26/2019	11/26/2019	P4	404,167	A	$0.3	5,404,167⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	11/26/2019	11/26/2019	P4	821,199	A	$0.4239	6,225,366⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	11/26/2019	11/26/2019	P4	831,800	A	$0.4938	7,057,166⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	11/26/2019	11/26/2019	P4	166,667	A	$0.5	7,223,833⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	11/26/2019	11/26/2019	P4	488,000	A	$0.85	7,711,833⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	11/26/2019	11/26/2019	P4	125,000	A	$0.9	7,836,833⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	11/26/2019	11/26/2019	P4	83,333	A	$1.2	7,920,166⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	11/26/2019	11/26/2019	P4	104,166	A	$1.35	8,024,332⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	11/26/2019	11/26/2019	P4	76,667	A	$1.8	8,100,999⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	11/26/2019	11/26/2019	P4	250,000	A	$2.1	8,350,999⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	12/30/2019	12/30/2019	P4	137,500	A	$0.4856	8,788,499⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	12/30/2019	12/30/2019	P4	300,000	A	$0.5	8,788,499⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	12/30/2019	12/30/2019	P4	149,576	A	$0.6686	8,938,075⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	12/30/2019	12/30/2019	P4	858,833	A	$0.85	9,796,908⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	12/30/2019	12/30/2019	P4	694,221	A	$1.1588	10,491,129⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	12/30/2019	12/30/2019	P4	143,500	A	$1.8	10,634,629⁽³⁾	I	By MNSCO, LLC⁽²⁾
Common Stock	12/30/2019	12/30/2019	P4	23,333	A	$2.1429	10,657,961⁽³⁾	I	By MNSCO, LLC⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class F Common Stock Warrants (right to buy)	$3	11/01/2018	11/01/2018	J⁽⁴⁾	100,000		11/01/2018	11/01/2023	Common Stock	100,000	$0	250,000	D
Class G Common Stock Warrants (right to buy)	$5	11/01/2018	11/01/2018	J⁽⁴⁾	200,000		11/01/2018	11/01/2023	Common Stock	200,000	$0	300,000	D
Class H Common Stock Warrants (right to buy)	$1	11/01/2018	11/01/2018	J⁽⁴⁾	100,000		11/01/2018	11/01/2023	Common Stock	100,000	$0	250,000	D
Class E Common Stock Warrants (right to buy)	$0.01	11/01/2018	11/01/2018	J⁽⁴⁾⁽⁵⁾	100,000		11/01/2018	11/01/2022	Common Stock	100,000	$0	150,000	D
Class E Common Stock Warrants (right to buy)	$0.01	01/31/2019	01/31/2019	J⁽⁴⁾⁽⁵⁾	50,000		01/31/2019	01/31/2023	Common Stock	50,000	$0	150,000	D
Class F Common Stock Warrants (right to buy)	$3	05/01/2019	05/01/2019	J⁽⁶⁾	150,000		05/01/2019	05/01/2022	Common Stock	150,000	$0	250,000	D
Class G Common Stock Warrants (right to buy)	$5	05/01/2019	05/01/2019	J⁽⁶⁾	100,000		05/01/2019	05/01/2024	Common Stock	100,000	$0	300,000	D
Class H Common Stock Warrants (right to buy)	$1	05/01/2019	05/01/2019	J⁽⁶⁾	150,000		05/01/2019	05/01/2024	Common Stock	150,000	$0	250,000	D
Class I Common Stock Warrants (right to buy)	$0.01	05/01/2019	05/01/2019	J⁽⁷⁾	250,000		05/01/2019	05/01/2021	Common Stock	250,000	$0	250,000	D

Explanation of Responses:

1. These shares were held directly by F1 One of a Kind Investment, LLC ("F1 One of a Kind"), in which Mr. Cohen beneficially owned 20% interest, and were sold to MNSCO. Mr. Cohen disclaims beneficial ownership of the shares owned by F1 One except to the extent of 20% pecuniary interest he previously had therein.

2. These shares are held directly by MNSCO, LLC ("MNSCO"). Mr. Cohen beneficially owns 49.9% in MNSCO, is the sole manager of MNSCO, has sole voting power over the shares held by MNSCO, and may be deemed to beneficially own the shares held by MNSCO. Mr. Cohen disclaims beneficial ownership of the shares owned by MNSCO except to the extent of his 49.9% pecuniary interest therein.

3. The reported shares were acquired by MNSCO during the 2019 fiscal year end of the issuer in a series of privately negotiated transactions from various sellers, including F1 One of a Kind.

4. These warrants were issued to Mr. Cohen before he became a reporting person.

5. As of As of January 7, 2020, Mr. Cohen exercised these warrants via a cashless exercise. The exercise of these warrants is disclosed in a separate form 4 of the reporting person.

6. These warrants were issued to Mr. Cohen in connection with the Service Agreement. Pursuant to the terms and subject to the conditions of the Service Agreement, these warrants vest in twelve (12) equal quarterly installments (the first installment occurred on June 30, 2019), provided that Mr. Cohen continues to provide services to the issuer as its Chief Executive Officer and the Chairman of the Board of Directors on each such vesting date.

7. These warrants were issued to Mr. Cohen in connection with and pursuant to the terms of the Service Agreement and are fully vested as of the date of the issuance. As of January 7, 2020, Mr. Cohen exercised these warrants via a cashless exercise. The exercise of these warrants is disclosed in a separate form 4 of the reporting person.

	/s/ Shai Cohen	04/14/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Cannapowder (CAVG) Form 5CANNAPOWDER / Shai Marco Cohen ownership change