BT DE Investments Inc. - Nov 14, 2022 Form 3 Insider Report for Charlotte's Web Holdings, Inc. (CWBHF)

Role: 10%+ Owner
Signature: BT DE Investments Inc. /s/ Matthew R. Triplett
Stock symbol: CWBHF
Transactions as of: Nov 14, 2022
Transactions value $: $0
Form type: 3
Date filed: 11/23/2022, 03:29 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CWBHF	Convertible Debenture							Nov 14, 2022	Common Shares	37.7M		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Convertible Debenture (the "Debenture") was subscribed for and purchased by BT DE Investments Inc. ("BT DE") from the Issuer on November 14, 2022. The Debenture is convertible at any time, and from time to time, up to and including the earlier of (i) November 13, 2029 and (ii) the business day prior to any redemption of the Debenture in accordance with its terms. The calculation of the number of common shares ("Shares") of the Issuer issuable to BT DE upon full conversion of the Debenture is based on the principal amount of C$75,341,080 and a conversion price of C$2.00 per share, subject to adjustment in accordance with the terms of the Debenture, and does not include accrued and unpaid interest which may be payable in Shares at the maturity date or date of earlier conversion of the Debenture.
F2	BT DE is a wholly owned subsidiary of BATUS Holdings Inc., which is a wholly owned subsidiary of Louisville Securities Limited, which is a wholly owned subsidiary of British-American Tobacco (Holdings) Limited, which is a wholly owned subsidiary of B.A.T. Industries p.l.c., which is a wholly owned subsidiary of Weston (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2012) Limited, which is a wholly owned subsidiary of British American Tobacco (1998) Limited, which is a wholly owned subsidiary of British American Tobacco p.l.c. ("BAT"). BAT and the aforementioned wholly owned subsidiaries of BAT are collectively referred to herein as the "BAT Entities."
F3	(Continued from Footnote 2) The BAT Entities may be deemed to beneficially own the securities held by BT DE by virtue of their indirect ownership of BT DE as described herein. The BAT Entities disclaim such beneficial ownership except to the extent of their pecuniary interest therein.