KushCo (KSHB) Form 4 KushCo / Oliveira Rodrigo de ownership change

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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X

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^*

de Oliveira Rodrigo

(Last) (First) (Middle)

C/O KUSHCO HOLDINGS, INC., 6261

KATELLA AVENUE, SUITE 250

(Street)

CYPRESS, CA 90630

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KushCo Holdings, Inc. [ KSHB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2021

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 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	08/31/2021		D		329,731	D	(1)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase	$1.33	08/31/2021		D			41,667	(2)	03/20/2031	Common Stock	41,667	(2)	0	D
Option to Purchase	$0.63	08/31/2021		D			500,000	(3)	04/22/2030	Common Stock	500,000	(3)	0	D
Option to Purchase	$0.63	08/31/2021		D			30,000	(4)	04/22/2030	Common Stock	30,000	(4)	0	D
Option to Purchase	$0.63	08/31/2021		D			68,750	(5)	04/22/2030	Common Stock	68,750	(5)	0	D
Option to Purchase	$0.63	08/31/2021		D			168,750	(6)	04/22/2030	Common Stock	168,750	(6)	0	D
Option to Purchase	$0.58	08/31/2021		D			57,143	(7)	02/22/2029	Common Stock	57,143	(7)	0	D
Option to Purchase	$0.58	08/31/2021		D			142,858	(8)	07/02/2028	Common Stock	142,858	(8)	0	D
Option to Purchase	$0.58	08/31/2021		D			142,858	(9)	04/20/2028	Common Stock	142,858	(9)	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and Greenlane Holdings, Inc. in exchange for 99,446 shares of Greenlane Holdings, Inc. common stock having a market value of $2.61 per share on the effective date of the merger. This number includes 102,653 restricted stock units that accelerated and vested in full prior to the merger.

2. This option, which was fully vested, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 12,566 shares of Greenlane Holdings, Inc. common stock for $4.41 per share.

3. This option, which was fully vested, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 150,800 shares of Greenlane Holdings, Inc. common stock for $2.09 per share.

4. This option, which vested in full in connection with the merger, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 9,048 shares of Greenlane Holdings, Inc. common stock for $2.09 per share.

5. This option, which vested in full in connection with the merger, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 20,735 shares of Greenlane Holdings, Inc. common stock for $2.09 per share.

6. This option, which vested in full in connection with the merger, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 50,895 shares of Greenlane Holdings, Inc. common stock for $2.09 per share.

7. This option, which was fully vested, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 17,234 shares of Greenlane Holdings, Inc. common stock for $1.93 per share.

8. This option, which vested in full in connection with the merger, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 43,085 shares of Greenlane Holdings, Inc. common stock for $1.93 per share.

9. This option, which vested in full in connection with the merger, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 43,085 shares of Greenlane Holdings, Inc. common stock for $1.93 per share.

	/s/ Stephen Christoffersen, as attorney-in-fact	09/01/2021
	** Signature of Reporting Person	Date
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