Charlotte's Web (CWBHF) Form 4 Charlotte's Web / Stephen David Rogers 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^*

Rogers Stephen David

(Last) (First) (Middle)

C/O CHARLOTTE'S WEB HOLDINGS, INC.

700 TECH COURT

(Street)

LOUISVILLE CO 80027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Charlotte's Web Holdings, Inc. [ CWBHF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, GC & Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2024

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 Shares	02/01/2024		M		25,000	A	$0(1)	75,754	D
Common Shares	02/01/2024		M		16,557	A	$0(1)	92,311	D
Common Shares	02/01/2024		M		21,806	A	$0(1)	114,117	D
Common Shares	02/01/2024		F		21,581	D	$0.1849	92,536	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
Restricted Stock Unit	(1)	02/01/2024		M			25,000	(2)	(2)	Common Shares	25,000	$0	0	D
Restricted Stock Unit	(1)	02/01/2024		M			16,557	(3)	(3)	Common Shares	16,557	$0	0	D
Restricted Stock Unit	(1)	02/01/2024		M			21,806	(4)	(4)	Common Shares	21,806	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc.

2. The restricted stock unit agreement provides that the restricted stock units vest in 3 equal annual installments beginning on the first anniversary of the restricted stock unit's grant date. The restricted stock units were granted on 2/11/2022. The Company accelerated all of the Section 16 insiders' restricted stock units on 2/1/2024 other than the CEO's.

3. The restricted stock unit agreement provides that the restricted stock units vest in 3 equal installments beginning on the first anniversary of the restricted stock unit's grant date. The restricted stock units were granted on 11/19/2021. The Company accelerated all of the Section 16 insiders' restricted stock units on 2/1/2024 other than the CEO's.

4. The restricted stock unit agreement provides that the restricted stock units vest in 3 equal annual installments beginning on the first anniversary of the restricted stock unit's grant date. The restricted stock units were granted on 4/1/2023. The Company accelerated all of the Section 16 insiders' restricted stock units on 2/1/2024 other than the CEO's.

Remarks:

	/s/ Stephen D. Rogers	02/05/2024
	** 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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