Greenlane (GNLN) Form 3 Greenlane / Ethan Rudin ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Rudin Ethan

(Last) (First) (Middle)

C/O GREENLANE HOLDINGS, INC.

1095 BROKEN SOUND PARKWAY, SUITE 300

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/18/2019

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B common stock(1)	190,600(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units(3)	(2)(4)	(4)	Class A common stock	190,600	(4)	D

Explanation of Responses:

1. Acquired pursuant to a Subscription Agreement with the Issuer in connection with the recapitalization of Greenlane Holdings, LLC and the Issuer's corporate restructuring and initial public offering ("IPO"). One share of the Issuer's Class B common stock was issued for each common membership interest in Greenlane Holdings, LLC ("Common Unit") held by the reporting person. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class B common stock: (i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of the Issuer's Class A common stock, or cash, at the Issuer's election. See Footnote 4.

2. Currently the Reporting Person's Common Units and shares of Class B common stock are completely unvested. The Common Units and shares of Class B common stock beneficially owned by Reporting Person vest 20% on each anniversary of February 27, 2019, such that on February 27, 2024, the Reporting Person's Common Units and shares of Class B common stock shall be 100% vested.

3. Represents Common Units of Greenlane Holdings, LLC, which are redeemable on a one-for-one basis for shares of Class A common stock of the Issuer, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of Greenlane Holdings, LLC in connection with the Issuer's IPO. One share of the Issuer's Class B common stock was issued for each Common Unit held by the reporting person. See footnote 1.

4. The Common Units are redeemable on a one-for-one basis for shares of Class A common stock of the Issuer, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. Upon any redemption of Common Units, one share of Class B common stock is automatically forfeited and cancelled for each Common Unit so redeemed.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Ethan Rudin	04/18/2019
	** 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 5 (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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