Brian Shure - Oct 5, 2023 Form 4 Insider Report for Lowell Farms Inc. (LOWLF)

Role
Director
Signature
/s/ Brian Shure
Stock symbol
LOWLF
Transactions as of
Oct 5, 2023
Transactions value $
$0
Form type
4
Date filed
10/26/2023, 12:35 PM
Previous filing
Dec 29, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LOWLF Subordinate Voting Shares Award $0 +92.7K +309.13% $0.00 123K Oct 5, 2023 See footnote F1, F2, F3
transaction LOWLF Subordinate Voting Shares Award $0 +675K +358.9% $0.00 864K Oct 5, 2023 See footnote F1, F2, F4
transaction LOWLF Subordinate Voting Shares Award $0 +155K +187.58% $0.00 237K Oct 5, 2023 See footnote F1, F2, F5
holding LOWLF Subordinate Voting Shares 18.5K Oct 5, 2023 See footnote F2, F6
holding LOWLF Subordinate Voting Shares 8.48K Oct 5, 2023 Direct F2

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 LOWLF Convertible Debenture of Indus Holding Company Disposed to Issuer -2.16M -100% 0 Oct 5, 2023 Subordinate Voting Shares 216K $0.23 See footnote F1, F5, F7, F8
transaction LOWLF Warrants (right to buy) Disposed to Issuer -2.16M -100% 0 Oct 5, 2023 Subordinate Voting Shares 216K $0.26 See footnote F1, F5
transaction LOWLF Warrants (right to buy Class D Common Shares of Indus) Disposed to Issuer -3.24M -100% 0 Oct 5, 2023 Subordinate Voting Shares 324K $0.26 See footnote F1, F5
transaction LOWLF Convertible Debenture of Indus Holding Company Disposed to Issuer -5.19M -100% 0 Oct 5, 2023 Subordinate Voting Shares 519K $0.23 See footnote F1, F4, F7, F8
transaction LOWLF Warrants (right to buy) Disposed to Issuer -5.19M -100% 0 Oct 5, 2023 Subordinate Voting Shares 519K $0.26 See footnote F1, F4
transaction LOWLF Warrants (right to buy Class D Common Shares of Indus) Disposed to Issuer -7.78M -100% 0 Oct 5, 2023 Subordinate Voting Shares 778K $0.26 See footnote F1, F4
transaction LOWLF Convertible Debenture of Indus Holding Company Disposed to Issuer -1.3M -100% 0 Oct 5, 2023 Subordinate Voting Shares 130K $0.23 See footnote F1, F3, F7, F8
transaction LOWLF Warrants (right to buy) Disposed to Issuer -1.3M -100% 0 Oct 5, 2023 Subordinate Voting Shares 130K $0.26 See footnote F1, F3
transaction LOWLF Warrants (right to buy Class D Common Shares of Indus) Disposed to Issuer -1.95M -100% 0 Oct 5, 2023 Subordinate Voting Shares 195K $0.26 See footnote F1, F3
transaction LOWLF Convertible Debenture of Indus Holding Company Disposed to Issuer -4.93M -100% 0 Oct 5, 2023 Subordinate Voting Shares 493K $0.20 See footnote F1, F4, F9, F10
transaction LOWLF Warrants (right to buy) Disposed to Issuer -4.93M -100% 0 Oct 5, 2023 Subordinate Voting Shares 493K $0.28 See footnote F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 5, 2023, Lowell Farms Inc. (the "Company"), repurchased all of the aggregate principal amount of outstanding Secured Convertible Debentures ("Debentures") of its subsidiary, Indus Holding Company ("Indus"), together with the related warrants to purchase Subordinate Voting Shares of the Company (the "Company Warrants") and common shares of Indus (the "Indus Warrants," together with the Company Warrants, the "Warrants"). The reporting person, as a holder of Debentures, received, in exchange for the Debentures and Warrants, a pro rata share of (i) membership interests in LF Brandco LLC and (ii) Subordinate Voting Shares of the Company.
F2 On August 31, 2023, the Company executed a one-for-ten reverse stock split of its issued and outstanding Subordinate Voting Shares (the "Reverse Stock Split") resulting in the appropriate reduction in the reporting person's ownership of shares of Subordinate Voting Shares. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the next higher whole number if the fraction is equal to or greater than one-half and rounded down to the next lower whole number if the fraction is less than one-half.
F3 Held by the Brian K. Shure Charitable Lead Annuity Trust, of which the reporting person is the trustee and of which the reporting person's three children are the beneficiaries.
F4 Held by Ambrose Capital Holdings, LP. Mr. Shure is the President of Ambrose Capital Partners, LLC, which is the general partner of Ambrose Capital Holdings, LP. Mr. Shure disclaims beneficial ownership of the securities held by Ambrose Capital Holdings, LP except to the extent of his pecuniary interest therein.
F5 Held by AMTG Holdings, LLLP. Mr. Shure is the President of AMTG Management, Inc., which is the general partner of AMTG Holdings, LLLP. Mr. Shure disclaims beneficial ownership of the securities held by AMTG Holdings, LLLP except to the extent of his pecuniary interest therein.
F6 Held by HSK Holdings, LLC. Mr. Shure is the Managing Member of HSK Holdings, LLC. Mr. Shure disclaims beneficial ownership of the securities held by HSK Holdings, LLC except to the extent of his pecuniary interest therein.
F7 The principal amount of each convertible debenture is convertible into Class C Common Shares of Indus Holding Company ("Class C Common Shares") at $0.2313 per share. 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.
F8 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 $0.2313 per share. Accrued interest is not included in the underlying share numbers.
F9 The principal amount of each convertible debenture was convertible into Class C Common Shares of Indus Holding Company ("Class C Common Shares") at $0.20 per share. 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.
F10 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. Accrued interest is not included in the underlying share numbers.