cbdMD (YCBD) Form 4 cbdMD / Raymond Scott Coffman 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^*

Coffman Raymond Scott

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

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2022

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	05/17/2022		A(1)		301,253	A	(1)	16,591,906	I	see footnote(2)

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. 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"), CBD Holding, LLC ("CBDH"), then the sole member of Cure Based Development, LLC, was entitled to receive (the "Earnout Rights") up to 15,250,000 additional shares of the Issuer's common stock for no additional consideration (the "Earnout Shares") as part of the merger consideration, which such Earnout Shares were to be issued upon the satisfaction of certain aggregate net revenue criteria within 60 months following the Closing Date, as measured at four intervals from the Closing Date of 12 calendar months, 24 calendar months, 42 calendar months (the "Third Marking Period"), and 59 calendar months. The issuance of the Earnout Shares was approved by the Issuer's shareholders in April 2019. On February 26, 2020 in connection with its dissolution and liquidation and pursuant to the terms of a Distribution Agreement, CBDH distributed the Earnout Rights to its members, including Coffman Family Office, LLC ("Coffman Family Office"), on a pro rata basis. On March 31, 2021 the Issuer entered into Addendum No. 1 to the Merger Agreement with the members of CBDH which amended the measurement periods within the Third Marking Period to change the determination of the aggregate net revenues within the Third Marking Period to a quarterly basis for each of the six fiscal quarters within the Third Marking Period, beginning with the quarter ended March 31, 2021, instead of following the Third Marking Period end date which was 18 months after the beginning of the third marking period. On May 17, 2022 in accordance with the terms of the Merger Agreement, as amended, the Issuer determined that the net revenue criteria for the March 31, 2022 quarter of the Third Marketing Period had been achieved and the Issuer issued an aggregate of 458,877 shares of its common stock representing the March 31, 2022 Third Marking Period Earnout Shares which were earned under the terms of the Merger Agreement, as amended. Included in this issuance was the issuance of 301,253 Earnout Shares to Coffman Family Office.

2. Includes (i) 3,684,000 shares held of record by Edge of Business, LLC ("Edge of Business"); and (ii) 12,907,906 shares held of record by the Coffman Family Office. The Reporting Person disclaims beneficial ownership of the securities held of record by each of these entities except to the extent of his pecuniary interest therein. The Reporting Person has the sole power to vote and dispose of all of the shares of common stock held of record by Edge of Business. Coffman Management, LLC ("Coffman Management") is the Manager of the Coffman Family Office and the Reporting Person is the Manager of Coffman Management. The Reporting Person has sole power to dispose of all shares of common stock held by the Coffman Family Office and sole right to vote 10,035,718 shares of common stock held by the Coffman Family Office. The balance of 2,872,188 shares of common stock held of record by the Coffman Family Office are subject to the terms of a Voting Trust Agreement dated February 26, 2020 between the Issuer and the Coffman Family Office pursuant to which until such time as the unrestricted voting rights to these shares have vested, the voting rights to such shares 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. The voting rights to the 2,872,188 shares vest in equal portions on each of June 20, 2022 and December 20, 2023.

	/s/ Raymond Scott Coffman	05/19/2022
	** 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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