Greenlane (GNLN) Form 4 Greenlane / 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 GREENLANE HOLDINGS, INC.

1095 BROKEN SOUND PARKWAY, SUITE 300

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Greenlane Holdings, Inc. [ GNLN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive 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
Class A Common Stock	08/31/2021		A		1,593,211(1)	A	(1)(2)	1,593,211	D
Class A Common Stock	08/31/2021		A		1,206,400(3)	A	(2)(3)	1,206,400	I	By Trust(4)
Class A Common Stock	09/02/2021		G		300,000(5)	D	$0	1,293,211	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	$4.41	08/31/2021		A		25,133(6)		(6)	03/20/2031	Class A Common Stock	25,133	$0	25,133	D
Option to Purchase	$2.09	08/31/2021		A		150,800(7)		(7)	04/22/2030	Class A Common Stock	150,800	$0	150,800	D
Option to Purchase	$2.09	08/31/2021		A		9,048(8)		(8)	04/22/2030	Class A Common Stock	9,048	$0	9,048	D
Option to Purchase	$2.09	08/31/2021		A		22,620(9)		(9)	04/22/2030	Class A Common Stock	22,620	$0	22,620	D
Option to Purchase	$2.09	08/31/2021		A		79,924(10)		(10)	04/22/2030	Class A Common Stock	79,924	$0	79,924	D
Option to Purchase	$1.93	08/31/2021		A		30,160(11)		(11)	10/21/2028	Class A Common Stock	30,160	$0	30,160	D
Option to Purchase	$2.62	08/31/2021		A		29,484(12)		(12)	08/29/2031	Class A Common Stock	29,484	$0	29,484	D

Explanation of Responses:

1. Received in exchange for 5,282,533 shares of common stock of KushCo Holdings, Inc. ("KushCo") pursuant to the Agreement and Plan of Merger, dated as of March 31, 2021, by and among Greenlane Holdings, Inc. ("Greenlane"), Merger Sub Gotham 1, LLC, Merger Sub Gotham 2, LLC and KushCo (the "Merger Agreement"). This number includes 100,582 restricted stock units ("RSUs") that accelerated and vested in full pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each share of KushCo common stock and each KushCo RSU that became fully earned and vested upon closing of the transaction contemplated by the Merger Agreement was converted into the right to receive 0.3016 shares of Greenlane Class A common stock.

2. On the date immediately prior to the effective time of the merger, the closing price of Greenlane's Class A common stock was $2.61 per share and the closing price of KushCo's common stock was $0.694 per share

3. Received in exchange for 4,000,000 shares of KushCo common stock pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each share of KushCo common stock that became fully earned and vested upon closing of the transaction contemplated by the Merger Agreement was converted into the right to receive 0.3016 shares of Greenlane Class A common stock.

4. These shares are held in trusts for the benefit of the Reporting Person and the Reporting Person's spouse. The Reporting Person held investment control over all shares held by such trusts until September 2, 2021, on which date investment control over one of the trusts that owns 506,688 shares of Greenlane Class A common stock was transferred to an independent investment advisor. As a result, the Reporting Person no longer has beneficial ownership of such shares and the shares will not be included in the Reporting Person's future Section 16 reports. The Reporting Person retains investment control over the remaining 699,712 shares of Greenlane Class A common stock held in trusts.

5. The Reporting Person transferred these shares of Greenlane Class A common stock to a trust for the benefit of the Reporting Person's family members, over which the Reporting Person has no pecuniary interest or investment control.

6. Received in exchange for options to purchase 83,333 shares of KushCo common stock at an exercise price of $1.33 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock. These options had fully vested prior to the closing of the transactions contemplated by the Merger Agreement.

7. Received in exchange for options to purchase 500,000 shares of KushCo common stock at an exercise price of $0.63 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock. These options had fully vested prior to the closing of the transactions contemplated by the Merger Agreement.

8. Received in exchange for options to purchase 30,000 shares of KushCo common stock at an exercise price of $0.63 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock.

9. Received in exchange for options to purchase 75,000 shares of KushCo common stock at an exercise price of $0.63 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock.

10. Received in exchange for options to purchase 265,000 shares of KushCo common stock at an exercise price of $0.63 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock.

11. Received in exchange for options to purchase 100,000 shares of KushCo common stock at an exercise price of $0.58 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock. These options had fully vested prior to the closing of the transactions contemplated by the Merger Agreement.

12. Received in exchange for options to purchase 97,761 shares of KushCo common stock at an exercise price of $0.79 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock. These options had fully vested prior to the closing of the transactions contemplated by the Merger Agreement.

	/s/ Douglas Fischer, as attorney-in-fact for Nicholas Kovacevich	09/02/2021
	** 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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