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Filing Details

Accession Number:: 0001654954-21-002293
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-03-03 21:00:25
Reporting Period:: 2021-03-02

Accepted Time:: 2021-03-03 21:00:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1644903	Cbdmd Inc.	YCBD	Perfumes, Cosmetics & Other Toilet Preparations (2844)	473414576

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1773698	Iii F William Raines	C/O 8845 Red Oak Boulevard Charlotte NC 28217		No	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2021-03-02	20,000	$4.04	1,342	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	4,467,582	Indirect	See footnote

Footnotes

Represents (i) 4,375,000 Second Tranche Shares owned by to CBD Holding, LLC ("CBDH") members for which unrestricted voting rights have not yet vested, and (ii) 92,582 shares of common stock held of record by Board Investor Group II, LLC. Under the terms of the Agreement and Plan of Merger dated December 3, 2018 (the "Merger Agreement") and the related Voting Proxy Agreements dated December 20, 2018, the independent Chairman of the Audit Committee of the Issuer's Board of Directors held voting rights over an aggregate of 8,750,000 shares of common stock (the "Second Tranche Shares") initially issued CBDH until the unrestricted voting rights to those shares vest pursuant to the terms of the Merger Agreement. On December 20, 2019 the unrestricted voting rights to the first 2,187,500 shares vested. On February 26, 2020, in connection with its dissolution and liquidation and pursuant to the terms of a Distribution Agreement (the "CBDH Distribution Agreement"), CBDH distributed the Second Tranche Shares to its members on a pro rata basis. On February 26, 2020, in connection with the CBDH Distribution Agreement, the CBDH members entered into similar Voting Proxy Agreements with the Issuer. On December 20, 2020 the unrestricted voting rights to an additional 2,187,500 Second Tranche Shares vested pursuant to the terms of the Merger Agreement. The unrestricted voting rights to the remaining 4,375,000 Second Tranche Shares will vest as follows: (i) 2,187,500 shares will vest on June 20, 2022; and (ii) the remaining 2,187,500 shares will vest on December 20, 2023. Until the unrestricted voting rights vest, Mr. Raines, as independent Chairman of the Audit Committee of the Issuer's Board of Directors, holds voting rights over these shares and will vote such shares on any matter brought before the Issuer's shareholders in accordance with the recommendation of the Issuer's Board of Directors. Mr. Raines disclaims beneficial ownership of the Second Tranche Shares which are subject to the Voting Proxy Agreements. 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.