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

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
09 Sep 2022, 21:30:11 UTC
Prior SEC filing
17 May 2022
Next SEC filing
03 Nov 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Jim Dennedy

Key filing fact

James H. Dennedy filed Form 4 for urban-gro, Inc. (UGRO) on 09 Sep 2022.

Key facts

  • This page summarizes James H. Dennedy's Form 4 filing for urban-gro, Inc. (UGRO).
  • 3 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 09 Sep 2022, 21:30.

Change

  • Previous filing in this sequence was filed on 17 May 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

UGRO transaction

Common Stock subject to Vesting/forfeiture

Disposed to Issuer

Transaction value
$0
Shares
-129,190
Change %
-77%
Price
$0.000000
Shares after
37,837
Date
26 Aug 2022
Ownership
Direct
Footnotes
F1
UGRO holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
160,155
Date
26 Aug 2022
Ownership
Ownership of entity which holds the stock in the Issuer
Footnotes
F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

UGRO transaction Derivative

Common Stock Option

Award

Transaction value
$0
Shares
+16,667
Change %
Price
$0.000000
Shares after
16,667
Date
22 Aug 2018
Ownership
Direct
Underlying class
Common Stock
Underlying amount
16,667
Exercise price
$7.20
Footnotes
F3
UGRO transaction Derivative

Common Stock Option

Award

Transaction value
$0
Shares
+3,333
Change %
+20%
Price
$0.000000
Shares after
20,000
Date
01 Apr 2019
Ownership
Direct
Underlying class
Common Stock
Underlying amount
3,333
Exercise price
$7.20
Footnotes
F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

James H. Dennedy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

SEC 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.

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