cbdMD (YCBD) Form 4 cbdMD / SEYMOUR SIEGEL 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^*

SIEGEL SEYMOUR

(Last) (First) (Middle)

C/O 8845 RED OAK BOULEVARD

(Street)

CHARLOTTE NC 28217

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
cbdMD, Inc. [ YCBD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2019

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 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	12/20/2019		J		2,187,500	D	$0	6,562,500	I(1)	See Footnote(1)

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

Explanation of Responses:

1. Under the terms of the Agreement and Plan of Merger dated December 3, 2018 (the "Merger Agreement") and the related Voting Proxy dated December 20, 2018 (the "Voting Proxy"), Mr. Siegel, as the independent Chairman of the Audit Committee of the Issuer's Board of Directors, held voting rights over an aggregate of 8,750,000 shares of common stock held by CBD Holding, LLC ("CBDH") until the unrestricted voting rights to those shares vest pursuant to the terms of the Merger Agreement. On December 20, 2019 the unrestricted voting rights to 2,187,500 shares vested. The unrestricted voting rights to the remaining shares will vest as follows: (i) 2,187,500 shares will vest on December 20, 2020; (ii) an additional 2,187,500 shares will vest on June 20, 2022; and (iii) the remaining 2,187,500 shares will vest on December 20, 2023. Until the unrestricted voting rights vest with CBDH, Mr. Siegel holds voting rights over these shares and will vote such shares on any matter brought before the Issuer's shareholders in accordance with the recommendation of the Issuer's Board of Directors. Mr. Siegel disclaims beneficial ownership of the securities held of record by CBDH.

	/s/ Seymour G. Siegel by Power of Attorney	01/14/2020
	** 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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