William F. Raines III - 17 Feb 2023 Form 4 Insider Report for cbdMD, Inc. (YCBD)

Role
Director
Signature
/s/ William Raines III
Issuer symbol
YCBD
Transactions as of
17 Feb 2023
Net transactions value
$0
Form type
4
Filing time
22 Feb 2023, 15:30:36 UTC
Previous filing
19 Apr 2022
Next filing
03 Apr 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction YCBD Common Stock Award $0 +5,000 +44% $0.000000 16,342 17 Feb 2023 Direct F1
holding YCBD Common Stock 2,280,082 17 Feb 2023 See footnote 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 YCBD Stock Options (Right to Buy) Award +30,000 30,000 17 Feb 2023 Common Stock 30,000 $0.2800 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The restricted shares of common stock were issued under the 2021 Equity Compensation Plan as compensation to the Reporting Person for his services on the Issuer's Board of Directors for the Board term beginning February 16, 2023. The grant was exempt from Section 16(b) under the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder as it was approved in advance by the Issuer's Compensation, Corporate Governance and Nominating Committee, which is comprised of three non-employee directors. The restricted shares of common stock vest quarterly in equal increments on June 30, 2023, September 30, 2023, December 31, 2023 and March 31, 2024, subject to continued service as a director of the Issuer on each applicable vesting date.
F2 The number of shares of common stock beneficially owned by the Reporting Person includes: (i) 92,582 shares held of record by Board Investor Group II, LLC; and (ii) 2,187,500 Second Tranche Shares for which unrestricted voting rights have not yet vested. Mr. Raines, in his position as Chief Executive Officer of Board Investor Group II, LLC, has voting and dispositive control over securities held by Board Investor Group II, LLC. Mr. Raines disclaims beneficial ownership of securities held by Board Investors Group II, LLC except to the extent of his pecuniary interest therein, and disclaims beneficial ownership of the 2,187,500 Second Tranche Shares which are subject to the Voting Proxy agreements.
F3 The stock options were granted under the 2021 Equity Compensation Plan as compensation to the Reporting Person for his services on the Issuer's Board of Directors for the Board term beginning February 16, 2023. The grant was exempt from Section 16(b) under the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder as it was approved in advance by the Issuer's Compensation, Corporate Governance and Nominating Committee, which is comprised of three non-employee directors. The stock options are fully vested.
F4 Not applicable.