Mark L Ainsworth Form 3 Lowell Farms / Mark L Ainsworth 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^*

Ainsworth Mark L

(Last) (First) (Middle)

C/O LOWELL FARMS INC.

19 QUAIL 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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

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)
Subordinate Voting Shares	450,000	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
Stock options (right to buy)	(1)	01/01/2026	Subordinate Voting Shares	50,000	0.85	D
Stock options (right to buy)	(2)	04/15/2026	Subordinate Voting Shares	500,000	0.346	D
Restricted Stock Units	(3)	(3)	Subordinate Voting Shares	100,000	(4)	D
Class B Common Shares of Indus Holding Company	(5)	(5)	Subordinate Voting Shares	1,019,765	(5)	D

Explanation of Responses:

1. 25% of the options are vested and exercisable as of the date of this Form 3. The remainder of the options vest and become exercisable in 3 equal annual installments beginning on January 1, 2022.

2. 25% of the options are vested and exercisable as of the date of this Form 3. The remainder of the options vest and become exercisable in 3 equal annual installments beginning on April 15, 2022.

3. The restricted stock units vest in three equal annual installments beginning on January 1, 2022.

4. Each restricted stock unit represents a contingent right to receive one Subordinate Voting Share on the applicable vesting date.

5. Class B Common Shares of Indus Holding Company may be redeemed at the option of the holder for Subordinate Voting Shares of the issuer on a one-for-one basis or, at the option of Indus Holding Company, for the cash equivalent of such Subordinate Voting Shares, as determined in accordance with the certificate of incorporation of Indus Holding Company. Class B Common Shares may be redeemed at any time and have no expiration date.

	/s/ Mark Ainsworth	05/10/2021
	** 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).
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