Cecil Ray Thompson JR Form 4 Akerna / Cecil Ray Thompson JR 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^*

Thompson Cecil Ray JR

(Last) (First) (Middle)

C/O AKERNA CORP.

1550 LARIMER STREET, SUITE 246

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Akerna Corp. [ KERN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2022

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 Shares	02/18/2022		M		6,679	A	(1)	60,760	D
Common Shares	02/18/2022		M		6,250	A	(1)	67,020	D
Common Shares	02/18/2022		F(2)		4,421	D	(1)	62,589	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 Units	(1)	02/18/2022		M			6,679	(3)	(3)	Common Shares	6,679	$0	6,679	D
Restricted Stock Units	(1)	02/18/2022		M			6,250	(4)	(4)	Common Shares	6,250	$0	6,250	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

2. Represents shares withheld for tax purposes on settlement of RSUs.

3. The RSUs were granted on October 14, 2019, and vest as follows: 1/4 on January 1, 2020; 1/4 on January 1, 2021; 1/4 on January 1, 2022; and 1/4 on January 1, 2023; provided that the RSUs shall vest immediately upon a change in control. Settlement of vested RSUs will occur as soon as administratively feasible following the applicable vesting date.

4. The RSUs were granted on January 18, 2020, and vest as follows: 1/4 on January 1, 2020; 1/4 on January 1, 2021; 1/4 on January 1, 2022; and 1/4 on January 1, 2023; provided that the RSUs shall vest immediately upon a change in control. Settlement of vested RSUs will occur as soon as administratively feasible following the applicable vesting date.

	/s/ John Michael Fowle Jr., as attorney-in-fact for Cecil Ray Thompson JR	04/08/2022
	** 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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