Filing Details
- Accession Number:
- 0001011438-19-000082
- Form Type:
- 13G Filing
- Publication Date:
- 2019-05-03 16:53:47
- Filed By:
- Moore Global Investments
- Company:
- Greenlane Holdings Inc. (NASDAQ:GNLN)
- Filing Date:
- 2019-05-03
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| MOORE CAPITAL MANAGEMENT | 0 | 882,353 | 0 | 882,353 | 9.24% | |
| MMF MOORE ET INVESTMENTS | 0 | 882,353 | 0 | 882,353 | 9.24% | |
| MOORE ADVISORS, LTD | 0 | 882,353 | 0 | 882,353 | 9.24% | |
| MOORE CAPITAL ADVISORS | 0 | 882,353 | 0 | 882,353 | 9.24% | |
| LOUIS M. BACON | 0 | 882,353 | 0 | 882,353 | 9.24% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
GREENLANE HOLDINGS INC.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
395330103
(CUSIP Number)
April 23, 2019
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [ ] | Rule 13d-1(b) |
| [X] | Rule 13d-1(c) |
| [ ] | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 13 Pages
Exhibit Index: Page 12
| CUSIP NO. 395330103 | Page 2 of 13 Pages |
| 1. | Names of Reporting Persons |
MOORE CAPITAL MANAGEMENT, LP
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) |
| a. | [ ] |
| b. | [X] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
DELAWARE
| 5. | Sole Voting Power | |
| Number of Shares | 882,353 | |
| Beneficially Owned By Each | 6. | Shared Voting Power 0 |
| Reporting Person With | 7. | Sole Dispositive Power 882,353 |
| 8. | Shared Dispositive Power | |
| 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
882,353
| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ]
| 11. | Percent of Class Represented By Amount in Row (9) |
9.24%
| 12. | Type of Reporting Person (See Instructions) |
PN; IA
| CUSIP NO. 395330103 | Page 3 of 13 Pages |
| 1. | Names of Reporting Persons |
MMF MOORE ET INVESTMENTS, LP
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) |
| a. | [ ] |
| b. | [X] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
BAHAMAS
| 5. | Sole Voting Power | |
| Number of Shares | 882,353 | |
| Beneficially Owned By Each | 6. | Shared Voting Power 0 |
| Reporting Person With | 7. | Sole Dispositive Power 882,353 |
| 8. | Shared Dispositive Power | |
| 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
882,353
| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ]
| 11. | Percent of Class Represented By Amount in Row (9) |
9.24%
| 12. | Type of Reporting Person (See Instructions) |
PN
| CUSIP NO. 395330103 | Page 4 of 13 Pages |
| 1. | Names of Reporting Persons |
MOORE ADVISORS, LTD.
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) |
| a. | [ ] |
| b. | [X] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
BAHAMAS
| 5. | Sole Voting Power | |
| Number of Shares | 882,353 | |
| Beneficially Owned By Each | 6. | Shared Voting Power 0 |
| Reporting Person With | 7. | Sole Dispositive Power 882,353 |
| 8. | Shared Dispositive Power | |
| 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
882,353
| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ]
| 11. | Percent of Class Represented By Amount in Row (9) |
9.24%
| 12. | Type of Reporting Person (See Instructions) |
OO
| CUSIP NO. 395330103 | Page 5 of 13 Pages |
| 1. | Names of Reporting Persons |
MOORE CAPITAL ADVISORS, L.L.C.
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) |
| c. | [ ] |
| d. | [X] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
DELAWARE
| 5. | Sole Voting Power | |
| Number of Shares | 882,353 | |
| Beneficially Owned By Each | 6. | Shared Voting Power 0 |
| Reporting Person With | 7. | Sole Dispositive Power 882,353 |
| 8. | Shared Dispositive Power | |
| 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
882,353
| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ]
| 11. | Percent of Class Represented By Amount in Row (9) |
9.24%
| 12. | Type of Reporting Person (See Instructions) |
OO
| CUSIP NO. 395330103 | Page 6 of 13 Pages |
| 1. | Names of Reporting Persons |
LOUIS M. BACON
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) |
| a. | [ ] |
| b. | [X] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
UNITED STATES
| 5. | Sole Voting Power | |
| Number of Shares | 882,353 | |
| Beneficially Owned By Each | 6. | Shared Voting Power 0 |
| Reporting Person With | 7. | Sole Dispositive Power 882,353 |
| 8. | Shared Dispositive Power | |
| 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
882,353
| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ]
| 11. | Percent of Class Represented By Amount in Row (9) |
9.24%
| 12. | Type of Reporting Person (See Instructions) |
IN; IA; HC
| CUSIP NO. 395330103 | Page 7 of 13 Pages |
| Item 1(a). | Name of Issuer: |
| Greenlane Holdings Inc. (the “Issuer”). | |
| Item 1(b). | Address of the Issuer's Principal Executive Offices: |
| 1095 Broken Sound Parkway, Suite 300 | |
| Boca Raton, FL 33487 | |
| Item 2(a). | Name of Person Filing |
| This statement is being filed (1) by Moore Capital Management, LP, a Delaware limited partnership (“MCM”), (2) by MMF Moore ET
Investments, LP, a Bahamian limited partnership (“MMFET”), (3) by Moore Advisors, Ltd., a Bahamian company (“MAL”), (4) by Moore Capital Advisors, L.L.C., a Delaware limited liability company (“MCA”), and (5) by Louis M. Bacon (“Mr.
Bacon”), a United States citizen, in his capacity as chairman, chief executive officer and director of MCM. MCM serves as discretionary investment manager to MMFET. MAL and MCA are co-general partners of MMFET. Mr. Bacon is the chairman
and director of MCA. This statement relates to Shares (as defined below) held by MMFET. Each of MCM, MMFET, MCA, MAL and Mr. Bacon, in the capacities set forth above, may be deemed to be the beneficial owner of Shares. |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| The principal business office of each of MCM, MCA and Mr. Bacon is located at Eleven Times Square, New York, New York 10036. The
principal business office of each of MMFET and MAL is located at Citco Fund Services (Bahamas) Limited, One Montague Place, 1st Floor, East Bay Street, P.O. Box N-4906, Nassau, Bahamas. |
| Item 2(c). | Citizenship: |
| i) | MCM is a Delaware limited partnership; |
| ii) | MMFET is a Bahamas limited partnership; |
| iii) | MAL is a Bahamas limited company; |
| iv) | MCA is a Delaware limited liability company; and |
| v) | Mr. Bacon is a United States citizen. |
| Item 2(d). | Title of Class of Securities: |
| Class A Common Stock, par value $0.01 per share (the "Shares"). | |
| Item 2(e). | CUSIP Number: |
| 395330103 |
| CUSIP NO. 395330103 | Page 8 of 13 Pages |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||
| This Item 3 is not applicable. | ||||
| Item 4. | Ownership: | |||
| Item 4(a). | Amount Beneficially Owned: | |||
| As of the date hereof, each of MCM, MMFET, MCA, MAL and Mr. Bacon may be deemed to be the beneficial owner of 882,353 Shares held by
MMFET. | ||||
| Item 4(b). | Percent of Class: | |||
| According to the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) on April 17, 2019, the number of Shares anticipated to be
outstanding as of April 23, 2019 was 9,547,776. As of the date hereof, each of MCM, MMFET, MCA, MAL and Mr. Bacon may be deemed to be the beneficial owner of 9.24% of the total number of Shares outstanding. | ||||
| Item 4(c). | Number of shares as to which such person has: | |||
| MCM | ||||
| (i) | Sole power to vote or direct the vote | 882,353 | ||
| (ii) | Shared power to vote or to direct the vote | 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of | 882,353 | ||
| (iv) | Shared power to dispose or to direct the disposition of | 0 | ||
| MMFET | |||
| (i) | Sole power to vote or direct the vote | 882,353 | |
| (ii) | Shared power to vote or to direct the vote | 0 | |
| (iii) | Sole power to dispose or to direct the disposition of | 882,353 | |
| (iv) | Shared power to dispose or to direct the disposition of | 0 | |
| MAL | |||
| (i) | Sole power to vote or direct the vote | 882,353 | |
| (ii) | Shared power to vote or to direct the vote | 0 | |
| (iii) | Sole power to dispose or to direct the disposition of | 882,353 | |
| (iv) | Shared power to dispose or to direct the disposition of | 0 | |
| MCA | |||
| (i) | Sole power to vote or direct the vote | 882,353 | |
| (ii) | Shared power to vote or to direct the vote | 0 | |
| (iii) | Sole power to dispose or to direct the disposition of | 882,353 | |
| (iv) | Shared power to dispose or to direct the disposition of | 0 | |
| Mr. Bacon | |||
| (i) | Sole power to vote or direct the vote | 882,353 | |
| (ii) | Shared power to vote or to direct the vote | 0 | |
| (iii) | Sole power to dispose or to direct the disposition of | 882,353 | |
| (iv) | Shared power to dispose or to direct the disposition of | 0 | |
| CUSIP NO. 395330103 | Page 9 of 13 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class: |
| If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owners of more than five percent of the class of securities, check the following [ ]. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
| The partners of MMFET have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by
MMFET in accordance with their respective ownership interests in MMFET. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company: |
| This Item 7 is not applicable. | |
| Item 8. | Identification and Classification of Members of the Group: |
| This Item 8 is not applicable. | |
| Item 9. | Notice of Dissolution of Group: |
| This Item 9 is not applicable. | |
| Item 10. | Certification: |
| By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having such purpose or effect. |
| CUSIP NO. 395330103 | Page 10 of 13 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
| Date: May [3], 2019 | MOORE CAPITAL MANAGEMENT, LP |
| By: /s/ James E. Kaye | |
| James E. Kaye | |
| Vice President | |
| Date: May [3], 2019 | MMF MOORE ET INVESTMENTS, LP |
| By: Moore Capital Management, LP | |
| By: /s/ James E. Kaye | |
| James E. Kaye | |
| Vice President | |
| Date: May [3], 2019 | MOORE ADVISORS, LTD. |
| By: /s/ James E. Kaye | |
| James E. Kaye | |
| Vice President | |
| Date: May [3], 2019 | MOORE CAPITAL ADVISORS, L.L.C. |
| By: /s/ James E. Kaye | |
| James E. Kaye | |
| Vice President |
| Date: May [3], 2019 | LOUIS M. BACON |
| By: /s/ James E. Kaye | |
| James E. Kaye | |
| Attorney-in-Fact |
| CUSIP NO. 395330103 | Page 11 of 13 Pages |
EXHIBIT INDEX
Page No.
| A. | Joint Filing Agreement, dated as of May [3], 2019, by and between Moore Capital Management, LP, MMF Moore ET Investments, LP, Moore Advisors, Ltd., Moore Capital Advisors, L.L.C and Louis M. Bacon | 15 |
| B. | Power of Attorney, dated as of July 5, 2007, granted by Louis M. Bacon in favor James E. Kaye and Anthony J. DeLuca | 16 |
| CUSIP NO. 395330103 | Page 12 of 13 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the
statement on Schedule 13G with respect to the Class A Common Stock, par value $0.01 per share, of Greenlane Holdings Inc. dated as of May [3], 2019, is, and any
amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
| Date: May [3], 2019 | MOORE CAPITAL MANAGEMENT, LP |
| By: /s/ James E. Kaye | |
| James E. Kaye | |
| Vice President |
| Date: May [3], 2019 | MMF MOORE ET INVESTMENTS, LP |
| By: Moore Capital Management, LP | |
| By: /s/ James E. Kaye | |
| James E. Kaye | |
| Vice President |
| Date: May [3], 2019 | MOORE ADVISORS, LTD. |
| By: /s/ James E. Kaye | |
| James E. Kaye | |
| Vice President |
| Date: May [3], 2019 | MOORE CAPITAL ADVISORS, L.L.C. |
| By: /s/ James E. Kaye | |
| James E. Kaye | |
| Vice President |
| Date: May [3], 2019 | LOUIS M. BACON |
| By: /s/ James E. Kaye | |
| James E. Kaye | |
| Attorney-in-Fact |
| CUSIP NO. 395330103 | Page 13 of 13 Pages |
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENT, that I, Louis M. Bacon, hereby make constitute and appoint each of James E. Kaye and Anthony J. DeLuca, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or
(b) in my capacity as Chairman and Chief Executive Officer of each of Moore Capital Management, LLC and Moore Capital Advisors, LLC and their respective affiliates all documents, certificates, instruments, statements, filing and agreements
(“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the
“SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule
13d-1(f), and (c) any initial statements of, or states of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the
Act.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the July 5, 2007.
/s/ Louis M. Bacon
Louis M. Bacon