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 KushCo Holdings, Inc. [ KSHB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/28/2020 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Option to Purchase | $2.39 | 08/28/2020 | D | 120,000 | (1) | 11/13/2027 | Common Stock | 120,000 | (2) | 0 | D | ||||
Option to Purchase | $5.21 | 08/28/2020 | D | 175,000 | (3) | 10/23/2028 | Common Stock | 175,000 | (4) | 0 | D | ||||
Option to Purchase | $0.58 | 08/28/2020 | A | 80,000 | (1) | 11/13/2027 | Common Stock | 80,000 | (2) | 80,000 | D | ||||
Option to Purchase | $0.58 | 08/28/2020 | A | 100,000 | (3) | 10/23/2028 | Common Stock | 100,000 | (4) | 100,000 | D |
Explanation of Responses: |
1. One hundred percent of the shares underlying the option shall be deemed to be fully vested on November 14, 2019. |
2. On August 28, 2020, the issuer canceled, pursuant to the issuer's option exchange program, an option for 120,000 shares of KSHB common stock granted to the reporting person on November 14, 2017. In exchange, the reporting person received a replacement option, for 80,000 shares, having an exercise price of $0.58 a share. |
3. One-third of the shares underlying the option shall be deemed to be vested on the one-year anniversary of October 24, 2018, with the remainder vesting in equal monthly installments over 24 months. |
4. On August 28, 2020, the issuer canceled, pursuant to the issuer's oyption exchange program, an option for 175,000 shares of KSHB common stock granted to the reporting person on October 24, 2018. In exchange, the reporting person received a replacement option, for 100,000 shares, having an exercise price of $0.58 a share. |
Remarks: |
/s/ Nicholas Kovacevich | 09/01/2020 | |
** 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. |