SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol cbdMD, Inc. [ YCBD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 04/23/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/23/2020 | J | 6,562,500 | D | $0 | 2,531 | I | See footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $5.41 | 05/09/2019 | 05/09/2029 | Common Stock | 20,000 | 20,000 | D | ||||||||
Stock Option | $3.34 | 08/16/2018 | 08/16/2028 | Common Stock | 7,000 | 7,000 | D |
Explanation of Responses: |
1. 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. |
/s/ Seymour G. Siegel by Power of Attorney | 04/24/2020 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |