| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Lowell Farms Inc. [ LOWLF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Subordinate Voting Shares | 02/27/2024 | S | 26,840 | D | $0.16(1) | 2,768,669(2) | I | see footnote(3) | ||
| Subordinate Voting Shares | 02/28/2024 | S | 30,000 | D | $0.1604(4) | 2,738,669 | I | see footnote(3) | ||
| Subordinate Voting Shares | 03/27/2024 | S | 9,684 | D | $0.1541(5) | 2,728,985 | I | see footnote(3) | ||
| Subordinate Voting Shares | 03/28/2024 | S | 61,289 | D | $0.1266(6) | 2,667,696 | I | see footnote(3) | ||
| Subordinate Voting Shares | 04/01/2024 | S | 10,500 | D | $0.1295 | 2,657,196 | I | see footnote(3) | ||
| Subordinate Voting Shares | 04/03/2024 | S | 55,000 | D | $0.1253(7) | 2,602,196 | I | see footnote(3) | ||
| Subordinate Voting Shares | 04/05/2024 | S | 16,500 | D | $0.1224(8) | 2,585,696 | I | see footnote(3) | ||
| Subordinate Voting Shares | 04/08/2024 | S | 197,000 | D | $0.1368(9) | 2,388,696 | I | see footnote(3) | ||
| Subordinate Voting Shares | 02/27/2024 | S | 22,000 | D | $0.1513(10) | 597,872 | I | see footnote(11) | ||
| Subordinate Voting Shares | 03/04/2024 | S | 1,500 | D | $0.1533(12) | 596,372 | I | see footnote(11) | ||
| Subordinate Voting Shares | 03/06/2024 | S | 5,000 | D | $0.1525 | 591,372 | I | see footnote(11) | ||
| Subordinate Voting Shares | 03/12/2024 | S | 20,000 | D | $0.15 | 571,372 | I | see footnote(11) | ||
| Subordinate Voting Shares | 5,000 | D(13) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $0.15 to $0.18. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2. In August 2023, the Issuer effected a reverse stock split consolidating all of its shares on the basis of one post-consolidation share for every ten pre-consolidation shares, effective August 31, 2023. |
| 3. The Hacienda Company, LLC ("THC") and Beehouse Partners LP ("Beehouse Partners") are the record holders of the reported shares. Beehouse, LLC is the investment manager of two funds that collectively own a majority interest in THC, and is also the investment manager of Beehouse Partners. Gregory P. Heyman is the sole and managing member of Beehouse Manager, LLC, which is the manager of Beehouse, LLC. Each of Mr. Heyman, Beehouse, LLC, and Beehouse Manager, LLC disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $0.16 to $0.18. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $0.152 to $0.155. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $0.125 to $0.1511. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $0.12 to $0.13. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $0.12 to $0.124. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $0.127 to $0.14. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $0.15 to $0.1556. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 11. Beehouse, LLC is the investment manager of two funds that are the record holders of the reported shares. Gregory P. Heyman is the sole and managing member of Beehouse Manager, LLC, which is the manager of Beehouse, LLC. Each of Mr. Heyman, Beehouse, LLC, and Beehouse Manager, LLC disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein. |
| 12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $0.14 to $0.18. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 13. The reported shares are directly owned by Mr. Heyman in his personal capacity. |
| Beehouse, LLC, /s/ Gregory P. Heyman, as Sole Member of Manager | 04/22/2024 | |
| Beehouse Manager, LLC, /s/ Gregory P. Heyman, as Sole Member | 04/22/2024 | |
| /s/ Gregory P. Heyman | 04/22/2024 | |
| ** 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). | ||
| 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. | ||
