James H. Dennedy - Aug 26, 2022 Form 4 Insider Report for urban-gro, Inc. (UGRO)

Role
Former Director, Pres. and COO
Signature
/s/ Jim Dennedy
Stock symbol
UGRO
Transactions as of
Aug 26, 2022
Transactions value $
$0
Form type
4
Date filed
9/9/2022, 09:30 PM
Previous filing
May 17, 2022
Next filing
Nov 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UGRO Common Stock subject to Vesting/forfeiture Disposed to Issuer $0 -129K -77.35% $0.00 37.8K Aug 26, 2022 Direct F1
holding UGRO Common Stock 160K Aug 26, 2022 Ownership of entity which holds the stock in the Issuer 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 UGRO Common Stock Option Award $0 +16.7K $0.00 16.7K Aug 22, 2018 Common Stock 16.7K $7.20 Direct F3
transaction UGRO Common Stock Option Award $0 +3.33K +20% $0.00 20K Apr 1, 2019 Common Stock 3.33K $7.20 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James H. Dennedy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On August 26, 2022, the Issuer announced that the Reporting Person (also has reported as Dennedy, James H. in prior filings) is resigning from his positions as a Director and Executive Officer of the Issuer. The 129,190 Shares of Common Stock represent Shares previously reported by the Reporting Person that will not vest or be issued in the future. The Reporting Person directly owns 37,873 Shares of Common Stock following the forfeiture of non-vesting restricted stock grants.
F2 The Reporting Person is the sole equity holder of Hamilton-Madison Group, LLC and as such may be deemed to beneficially own the shares held by it. The reporting person was the managing member of HMG Partners I, LLC and such entity has subsequently been dissolved and its shares distributed to its members.
F3 The stock option was issued in connection with the Reporting Person serving as Board Director and vested proportionately over a three-year period on each annual period beginning on August 22, 2019; the stock option fully vested on August 22, 2021. The 16,667 shares are as adjusted for a reverse stock split which occurred on 12/31/2020.
F4 The stock option was issued in connection with the Reporting Person serving on Board Committees for the prior year and immediately vested upon issuance. The 3,333 shares are as adjusted for a reverse stock split which occurred on 12/31/2020.

Remarks:

This "Exit" Form 4 is voluntarily filed to report that the Reporting Person is no longer serving as a member of the board of directors or as an Executive Officer of the Issuer, effective as of August 26, 2022, as the Reporting Person resigned from all positions with the Issuer for personal reasons (and not from any disagreement with the Issuer), and therefore is no longer subject to Section 16 reporting. The Reporting Person did not have any transactions in the Issuer's securities during the time that he was a Section 16 reporting person other than those previously disclosed in Form 4 or 4/A, filed on May 17, 2022, February 8, 2022 (as Dennedy, James H.), February 4, 2022, December 3, 2021, June 1, 2021 (as amended), May 21, 2021, and September 25, 2018 (as Dennedy, James H.). The ownership numbers reported on this Form 4 are all as adjusted for a reverse stock split which occurred on 12/31/2020 and the forfeiture of non-vested stock grants reported on this form and represent the current cumulative holdings of the Reporting Person.