Aaron LoCascio - Aug 31, 2021 Form 4 Insider Report for Greenlane Holdings, Inc. (GNLN)

Role
President, Director, 10%+ Owner
Signature
/s/ Douglas Fischer, as attorney-in-fact for Aaron LoCascio
Stock symbol
GNLN
Transactions as of
Aug 31, 2021
Transactions value $
$0
Form type
4
Date filed
9/2/2021, 07:18 PM
Previous filing
Jun 21, 2021
Next filing
Sep 9, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GNLN Class C Common Stock Disposed to Issuer $0 -60M -100% $0.00* 0 Aug 31, 2021 See footnote F1, F2
transaction GNLN Class B Common Stock Award $0 +20M $0.00 20M Aug 31, 2021 See footnote F1, F2, F3
transaction GNLN Class B Common Stock Conversion of derivative security $0 -798K -4.75% $0.00 16M Sep 1, 2021 See footnote F2, F4, F5
transaction GNLN Class A Common Stock Other $0 +798K +2635.56% $0.00 828K Sep 1, 2021 Direct F5

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
transaction GNLN Common Units Conversion of derivative security $0 -798K -4.75% $0.00 16M Sep 1, 2021 Class A Common Stock 798K See footnote F2, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Issuer's Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on August 31, 2021 eliminates Class C common stock as a class of the Issuer's capital stock, and upon the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 31, 2021, by and among Greenlane Holdings, Inc., Merger Sub Gotham 1, LLC, Merger Sub Gotham 2, LLC and KushCo Holdings, Inc. (the "Merger Agreement"), all holders of Class C common stock received one-third of a share of Class B common stock for each share of Class C common stock.
F2 The reporting person is a stockholder of Jacoby & Co. Inc. ("Jacoby"), which is a member of the Operating Company and is the direct record owner of the securities described herein. The reporting person shares voting control of such securities owned by Jacoby and has a pecuniary interest in such securities held by Jacoby.
F3 Received in exchange for 59,958,138 shares of the Issuer's Class C common stock pursuant to the Merger Agreement.
F4 Pursuant to the Third Amended and Restated Operating Agreement of Greenlane Holdings, LLC (the "Operating Company"), the common membership interests in the Operating Company (the "Common Units") are redeemable on a one-for-one basis for shares of Class A common stock of the Issuer, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. Upon any redemption of Common Units, one share of Class B common stock is automatically forfeited and cancelled for each Common Unit so redeemed. On September 1, 2021, Jacoby tendered 3,988,000 Common Units for redemption and was issued 3,988,000 shares of Class A common stock.
F5 Immediately following the redemption of 3,988,000 Common Units for shares of Class A common stock, Jacoby distributed the shares of Class A common stock to its stockholders, including the Reporting Person. The number of shares of Class B common stock and Common Units shown as disposed and the number of shares of Class A common stock shown as acquired by the Reporting Person represent shares of Class A common stock distributed directly to the Reporting Person in proportion to his pecuniary interest in Jacoby.
F6 The Common Units have no expiration date.