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 |
| |||||||||||||||
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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol cbdMD, Inc. [ YCBD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 10/01/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 |
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 award(1) | $0 | 10/01/2020 | A | 16,667 | 10/01/2021 | 10/01/2021 | Common stock | 16,667 | $0 | 16,667 | D | ||||
Restricted stock award(2) | $0 | 10/01/2020 | A | 16,667 | 10/01/2022 | 10/01/2022 | Common stock | 16,667 | $0 | 16,667 | D | ||||
Restricted stock award(3) | $0 | 10/01/2020 | A | 16,666 | 10/01/2023 | 10/01/2023 | Common stock | 16,666 | $0 | 16,666 | D | ||||
Stock option(4) | $3.5 | 10/01/2020 | A | 33,334 | 10/01/2021 | 10/01/2026 | Common stock | 33,334 | $0 | 33,334 | D | ||||
Stock option(4) | $3.5 | 10/01/2020 | A | 33,333 | 10/01/2022 | 10/01/2027 | Common stock | 33,333 | $0 | 33,333 | D | ||||
Stock option(4) | $3.5 | 10/01/2020 | A | 33,333 | 10/01/2023 | 10/01/2028 | Common stock | 33,333 | $0 | 33,333 | D | ||||
Stock option(4) | $5 | 10/01/2020 | A | 41,667 | 10/01/2021 | 10/01/2026 | Common stock | 41,667 | $0 | 41,667 | D | ||||
Stock option(4) | $5 | 10/01/2020 | A | 41,667 | 10/01/2022 | 10/01/2027 | Common stock | 41,667 | $0 | 41,667 | D | ||||
Stock option(4) | $5 | 10/01/2020 | A | 41,666 | 10/01/2023 | 10/01/2028 | Common stock | 41,666 | $0 | 41,666 | D | ||||
Stock option(4) | $6.5 | 10/01/2020 | A | 41,667 | 10/01/2021 | 10/01/2026 | Common stock | 41,667 | $0 | 41,667 | D | ||||
Stock option(4) | $6.5 | 10/01/2020 | A | 41,667 | 10/01/2022 | 10/01/2027 | Common stock | 41,667 | $0 | 41,667 | D | ||||
Stock option(4) | $6.5 | 10/01/2020 | A | 41,666 | 10/01/2023 | 10/01/2028 | Common stock | 41,666 | $0 | 41,666 | D |
Explanation of Responses: |
1. Restricted stock award ("RSA") granted under the Issuer's 2015 Equity Compensation Plan (the "Plan") pursuant to the terms of the Executive Employment Agreement dated September 15, 2020, with an effective date of October 1, 2020 (the "Employment Agreement") by and between the Issuer and the Reporting Person. Each RSA represents the right to receive one share of the Issuer's common stock on October 1, 2021 provided that the Reporting Person remains employed by the Issuer at that time, subject to acceleration as set forth in the Employment Agreement. |
2. RSA granted under the Plan pursuant to the terms of the Employment Agreement. Each RSA represents the right to receive one share of the Issuer's common stock on October 1, 2022 provided that the Reporting Person remains employed by the Issuer at that time, subject to acceleration as set forth in the Employment Agreement. |
3. RSA granted under the Plan pursuant to the terms of the Employment Agreement. Each RSA represents the right to receive one share of the Issuer's common stock on October 1, 2023 provided that the Reporting Person remains employed by the Issuer at that time, subject to acceleration as set forth in the Employment Agreement. |
4. Represents stock option grant (the "Option") under the Plan pursuant to the terms of the Employment Agreement vesting and exercisable through the dates set forth provided that the Reporting Person remains employed by the Issuer at that time, subject to acceleration as set forth in the Employment Agreement. |
/s/ Thomas Ronan Kennedy | 10/01/2020 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |