Douglas Jesse MacKay Form 3 CV Sciences / Douglas Jesse MacKay 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^*

MacKay Douglas Jesse

(Last) (First) (Middle)

10070 BARNES CANYON ROAD

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/20/2020

3. Issuer Name and Ticker or Trading Symbol
CV Sciences, Inc. [ CVSI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr VP Scientific/Regulatory

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)

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
Employee Stock Option (right to buy)	(1)	03/17/2029	Common Stock	250,000	4.67	D
Employee Stock Option (right to buy)	(2)	03/19/2030	Common Stock	400,000	0.33	D

Explanation of Responses:

1. The option is durational-based. No option shares are vested on the date of grant and the remaining option shares vest and become exercisable as follows: (i) thirty-three percent (33%) of the option shares vest and become exercisable on the one (1) year anniversary of March 18, 2019, provided, however, that there has not been a termination of service as of such date and (ii) the balance of the option shares will vest and become exercisable in a series of twenty-four (24) successive equal monthly installments measured from the first anniversary of March 18, 2019, provided, however, that there has not been a termination of service as of such date. In no event will the option become exercisable for any additional option shares after a termination of service.

2. The option is durational-based. 133,333 option shares vested on the grant date, 133,333 option shares vest and become exercisable on April 15, 2020 and the remaining 133,334 option shares vest and become exercisable on July 15, 2020, provided, however, that there has not been a termination of service as of such date. In no event will the option become exercisable for any additional option shares after a termination of service.

Remarks:

	/s/ Joerg Grasser as Attorney-in-fact for Douglas MacKay	03/25/2020
	** 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 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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