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*
Imbimbo Dallas
(Last) (First) (Middle)
C/O GREENLANE HOLDINGS, INC.
1095 BROKEN SOUND PARKWAY, SUITE 300
(Street)
BOCA RATON FL 33487
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Greenlane Holdings, Inc. [ GNLN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Class A Common Stock 08/31/2021 A 3,021,362(1) A (1)(2) 3,021,362 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Option to Purchase $4.85 08/31/2021 A 28,500(3) (3) 02/27/2031 Class A Common Stock 28,500 $0 28,500 D
Option to Purchase $2.79 08/31/2021 A 28,500(4) (4) 11/04/2030 Class A Common Stock 28,500 $0 28,500 D
Option to Purchase $2.26 08/31/2021 A 3,770(5) (5) 05/02/2030 Class A Common Stock 3,770 $0 3,770 D
Option to Purchase $2.26 08/31/2021 A 3,770(6) (6) 05/02/2030 Class A Common Stock 3,770 $0 3,770 D
Option to Purchase $1.93 08/31/2021 A 24,989(7) (7) 09/01/2028 Class A Common Stock 24,989 $0 24,989 D
Option to Purchase $1.93 08/31/2021 A 24,128(8) (8) 11/12/2027 Class A Common Stock 24,128 $0 24,128 D
Explanation of Responses:
1. Received in exchange for 10,017,779 shares of common stock of KushCo Holdings, Inc. ("KushCo") pursuant to the Agreement and Plan of Merger, dated as of March 31, 2021, by and among Greenlane Holdings, Inc. ("Greenlane"), Merger Sub Gotham 1, LLC, Merger Sub Gotham 2, LLC and KushCo (the "Merger Agreement"). Upon the closing of the transactions contemplated by the Merger Agreement, each share of KushCo common stock that became fully earned and vested upon closing of the transaction contemplated by the Merger Agreement was converted into the right to receive 0.3016 shares of Greenlane Class A common stock.
2. On the date immediately prior to the effective time of the merger, the closing price of Greenlane's Class A common stock was $2.61 and the closing price of KushCo's common stock was $0.694 per share.
3. Received in exchange for options to purchase 94,498 shares of KushCo common stock at an exercise price of $1.46 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock. These options had fully vested prior to the closing of the transactions contemplated by the Merger Agreement.
4. Received in exchange for options to purchase 94,498 shares of KushCo common stock at an exercise price of $0.84 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock.
5. Received in exchange for options to purchase 12,500 shares of KushCo common stock at an exercise price of $0.68 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock.
6. Received in exchange for options to purchase 12,500 shares of KushCo common stock at an exercise price of $0.68 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock.
7. Received in exchange for options to purchase 82,858 shares of KushCo common stock at an exercise price of $0.58 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock. These options had fully vested prior to the closing of the transactions contemplated by the Merger Agreement.
8. Received in exchange for options to purchase 80,000 shares of KushCo common stock at an exercise price of $0.58 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock.
/s/ Douglas Fischer, as attorney-in-fact for Dallas Imbimbo 09/02/2021
** 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).
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