Kovacevich Nicholas Form 4 KushCo / Nicholas Kovacevich 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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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^*

Kovacevich Nicholas

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2020

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	10/20/2020		A		225,394	A(1)	$0	5,082,345	D
Common Stock	01/14/2021		A		125,000	A(2)	$0	5,207,345	D
Common Stock								4,000,000	I	by TRUST(3)

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	$0.625	01/14/2021		A		105,000		(4)	04/23/2030	Common Stock	105,000	$0	105,000	D

Explanation of Responses:

1. On October 20, 2020, the reporting person received a service-based grant of restricted stock units that will vest on August 31, 2021. All restricted stock units shall settle in shares of common stock.

2. On April 24, 2020, the reporting person was granted a performance restricted stock unit award. The award vests over a two-year period, based on the Issuer's satisfaction of certain predetermined performance goals for the period ending August 31, 2021. The performance criteria were met for the fiscal year ended August 31, 2020, resulting in the issuance of 125,000 shares to the reporting person.

3. These shares are held in trusts for the benefit of the Reporting Person and the Reporting Person's spouse. The Reporting Person has investment control over the shares held by such trusts.

4. On April 24, 2020, the reporting person was granted an option to purchase shares of common stock. The option vests over a one-year period based on the Issuer's satisfaction of certain predetermined performance goals for the fiscal year ending August 31, 2020. The performance criteria for the fiscal year ended August 31, 2020 were met, resulting in the vesting of the option as to 105,000 shares.

Remarks:

	/s/ Nicholas Kovacevich	01/19/2021
	** 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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