SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Lowell Farms Inc. [ LOWLF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/01/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Subordinate Voting Shares | 01/01/2022 | M | 25,000 | A | $0 | 59,776 | D | |||
Subordinate Voting Shares | 1,882,000 | I | see footnote(1) | |||||||
Subordinate Voting Shares | 824,000 | I | see footnote(2) | |||||||
Subordinate Voting Shares | 184,800 | I | see footnote(3) | |||||||
Subordinate Voting Shares | 300,000 | I | see footnote(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (5) | 01/01/2022 | M | 25,000 | (6) | (6) | Subordinate Voting Shares | 25,000 | $0 | 50,000 | D | ||||
Options | $1.35 | (7) | 11/09/2026 | Subordinate Voting Shares | 300,000 | 300,000 | D | ||||||||
Warrants (right to buy) | $1.81(8) | 12/21/2020 | 12/21/2023 | Subordinate Voting Shares | 91,000 | 91,000 | I | see footnote(1) | |||||||
Warrants (right to buy) | $1.4 | 08/30/2021 | 08/30/2024 | Subordinate Voting Shares | 850,000 | 850,000 | I | see footnote(1) | |||||||
Warrants (right to buy) | $1.4 | 08/30/2021 | 08/30/2024 | Subordinate Voting Shares | 200,000 | 200,000 | I | see footnote(2) | |||||||
Warrants (right to buy) | $1.4 | 08/30/2021 | 08/30/2024 | Subordinate Voting Shares | 50,000 | 50,000 | I | see footnote(3) |
Explanation of Responses: |
1. 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. |
2. Held by AMTG Holdings, LLLP. Mr. Shure is the President of AMTG Management, Inc., which is the general partner of AMTG Holdings, LLLP. The shares reflected in Table I have been adjusted to reflect shares that were inadvertently omitted from Mr. Shure's Form 3. Mr. Shure disclaims beneficial ownership of the securities held by AMTG Holdings, LLLP except to the extent of his pecuniary interest therein. |
3. Held by HSK Holdings, LLC. Mr. Shure is the Managing Member of HSK Holdings, LLC. The shares reflected in Table I have been adjusted to reflect shares that were inadvertently omitted from Mr. Shure's Form 3. Mr. Shure disclaims beneficial ownership of the securities held by HSK Holdings, LLC except to the extent of his pecuniary interest therein. |
4. 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. |
5. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Subordinate Voting Share on the vesting date. |
6. The RSUs vest in three equal annual installments beginning on January 1, 2022. |
7. 112,500 of the options were vested and exercisable as of November 9, 2021. The remaining options vest and become exercisable in three equal annual installments beginning on November 9, 2022. |
8. The exercise price was converted from $2.20 CAD using the closing rate of exchange of the Bank of Canada on May 7, 2021. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise. |
/s/ Brian K. Shure | 01/04/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |