Geronimo Capital Form 3 Lowell Farms / George Allen 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^*

Allen George

(Last) (First) (Middle)

C/O LOWELL FARMS INC.

19 QUAL RUN CIRCLE, SUITE B

(Street)

SALINAS CA 93907

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2021

3. Issuer Name and Ticker or Trading Symbol
Lowell Farms Inc. [ LOWLF ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Subordinate Voting Shares	267,000	D

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
Convertible Debenture of Indus Holding Company	07/01/2020	10/13/2023	Subordinate Voting Shares(1)	3,804,303(2)	0.2	I	.(3)
Convertible Debenture of Indus Holding Company	07/01/2020	10/13/2023	Subordinate Voting Shares(1)	800,063(2)	0.2	I	.(4)
Convertible Debenture of Indus Holding Company	07/01/2020	10/13/2023	Subordinate Voting Shares(1)	52,537,438(2)	0.2	I	.(5)
Warrants (right to buy)	12/21/2020	12/21/2023	Subordinate Voting Shares	133,500	1.81(6)	D
Warrants (right to buy)	07/01/2020	10/13/2023	Subordinate Voting Shares	3,804,303	0.28	I	.(3)
Warrants (right to buy)	07/01/2020	10/13/2023	Subordinate Voting Shares	800,063	0.28	I	.(4)
Warrants (right to buy)	07/01/2020	10/13/2023	Subordinate Voting Shares	52,537,438	0.28	I	.(5)

1. Name and Address of Reporting Person^*

Allen George

(Last) (First) (Middle)

C/O LOWELL FARMS INC.

19 QUAL RUN CIRCLE, SUITE B

(Street)

SALINAS CA 93907

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Geronimo Capital LLC

(Last) (First) (Middle)

C/O LOWELL FARMS INC.

19 QUAL RUN CIRCLE, SUITE B

(Street)

SALINAS CA 93907

(City) (State) (Zip)

Explanation of Responses:

1. The principal amount of each Convertible Debenture is convertible into Class C Common Shares of Indus Holding Company ("Class C Common Shares"). Class C Common Shares may be redeemed at the option of the holder for Subordinate Voting Shares of the issuer on a one-for-one basis in accordance with the certificate of incorporation of Indus Holding Company. Class C Common Shares may be redeemed at any time and have no expiration date.

2. Interest accrues on the Convertible Debentures and is payable quarterly in arrears; any accrued and unpaid interest at the time of conversion of a Convertible Debenture is convertible into additional Class C Common Shares at $0.20 per share.

3. Geronimo Capital is the record holder of the Convertible Debenture and warrants.

4. CVOF Manager is the record holder of the Convertible Debenture and warrants. Mr. Allen disclaims beneficial ownership of the Convertible Debenture and warrants held by CVOF Manager except to the extent of his pecuniary interest therein. Geronimo Capital disclaims beneficial ownership of the Convertible Debenture and warrants held by CVOF Manager.

5. Geronimo Fund is the record holder of the Convertible Debenture and warrants. Mr. Allen disclaims beneficial ownership of the Convertible Debenture and warrants held by Geronimo Fund except to the extent of his pecuniary interest therein. Geronimo Capital disclaims beneficial ownership of the Convertible Debenture and warrants held by Geronimo Fund.

6. The exercise price was converted from $2.20 CAD using the closing rate of exchange of the Bank of Canada on May 7, 2021. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.

Remarks:

This Form 3 is filed on behalf of George Michael Harden Allen and Geronimo Capital LLC ("Geronimo Capital"). Mr. Allen is the sole member of Geronimo Capital and the sole manager of Geronimo CVOF Manager, LLC ("CVOF Manager"). CVOF Manager is the sole manager of Geronimo Central Valley Opportunity Fund, LLC ("Geronimo Fund").

	/s/ George Allen	05/10/2021
	/s/ George Allen, as Sole Member of Geronimo Capital LLC	05/10/2021
	** Signature of Reporting Person	Date
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