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Filing Details

Accession Number:: 0001213900-19-007646
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-01 20:14:21
Reporting Period:: 2019-04-29

Accepted Time:: 2019-05-01 20:14:21
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1743745	Greenlane Holdings Inc.	GNLN	Wholesale-Durable Goods, Nec (5099)	830806637

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1773270	Adam Schoenfeld	C/O Greenlane Holdings, Inc. 1095 Broken Sound Parkway, Suite 300 Boca Raton FL 33487	Chief Strategy Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2019-04-29	368,095	$15.81	0	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2019-04-29	18,822	$15.81	0	No	4	S	Direct
Class A Common Stock	Acquisiton	2019-04-29	368,095	$0.00	368,095	No	4	C	Indirect	See footnote
Class A Common Stock	Acquisiton	2019-04-29	18,822	$0.00	18,822	No	4	C	Direct
Class C Common Stock	Disposition	2019-04-29	1,104,285	$0.00	64,826,013	No	4	C	Indirect	See footnote
Class C Common Stock	Disposition	2019-04-29	56,466	$0.00	12,965,205	No	4	C	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote
No	4	S	Direct
No	4	C	Indirect	See footnote
No	4	C	Direct
No	4	C	Indirect	See footnote
No	4	C	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Common Units	Disposition	2019-04-29	368,095	$0.00	368,095	$0.00
Class A Common Stock	Common Units	Disposition	2019-04-29	18,822	$0.00	18,822	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
21,608,671			No	4	C	Indirect
4,284,091			No	4	C	Direct

Footnotes

The Reporting Person is a stockholder of Jacoby & Co. Inc. ("Jacoby"), which is a member of Greenlane Holdings, LLC and is the direct record owner of the securities described herein. The Reporting Person shares voting control of such securities owned by Jacoby and has a pecuniary interest in such securities held by Jacoby.
Jacoby sold 368,095 shares of the Issuer's Class A common stock to the underwriters in connection with the underwriters' exercise of their option to purchase additional shares of Class A common stock (the "Over-Allotment Option") following the closing of the initial public offering by the Issuer of its Class A common stock on April 23, 2019 (the "IPO"). The shares of Class A common stock sold in connection with the Over-Allotment Option were sold at the IPO price of $15.81 per share ($17.00, less underwriting discounts and commissions in the amount of $1.19 per share). Jacoby was a Selling Stockholder with respect to the IPO and the Over-Allotment Option.
Jacoby acquired 368,095 shares of Class A common stock upon (i) the forfeiture of shares of the Issuer's Class C common stock on a three-for-one basis and (ii) the redemption of an equal number of common membership interests in Greenlane Holdings, LLC ("Common Units"), in connection with the Over-Allotment Option, as further described in footnotes 6 and 7 below.
The Reporting Person sold 18,822 shares of the Issuer's Class A common stock to the underwriters in connection with the Over-Allotment Option following the closing of the IPO. The shares of Class A common stock sold in connection with the Over-Allotment Option were sold at the IPO price of $15.81 per share ($17.00, less underwriting discounts and commissions in the amount of $1.19 per share). The Reporting Person was a Selling Stockholder with respect to the Over-Allotment Option.
The Reporting Person acquired 18,822 shares of Class A common stock upon (i) the forfeiture of shares of the Issuer's Class C common stock on a three-for-one basis and (ii) the redemption of an equal number of Common Units, in connection with the Over-Allotment Option, as further described in footnotes 7 and 8 below.
Jacoby acquired 67,864,878 shares of Class C common stock pursuant to a Subscription Agreement with the Issuer in connection with the recapitalization of Greenlane Holdings, LLC and the Issuer's corporate restructuring and IPO. Three shares of the Issuer's Class C common stock were issued for each Common Unit held by Jacoby. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class C common stock: (i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a three-for-one basis, without consideration, upon the redemption of Common Units for shares of the Issuer's Class A common stock, or cash, at the Issuer's election.
On April 29, 2019, pursuant to a Common Unit Redemption Agreement among the Issuer, Greenlane Holdings, LLC, the Reporting Person, Jacoby and certain other holders of Common Units that were Selling Stockholders in the IPO and/or the Over-Allotment Option, and in connection with the Over-Allotment Option, (i) 368,095 Common Units were redeemed by Jacoby, and 1,104,285 shares of Class C common stock were forfeited, in each case for 368,095 shares of Class A common stock, with such shares of Class A common stock being sold by Jacoby in connection with the Over-Allotment; and (ii) 18,822 Common Units were redeemed by the Reporting Person, and 56,466 shares of Class C common stock were forfeited, in each case for 18,822 shares of Class A common stock, with such shares of Class A common stock being sold by the Reporting Person in connection with the Over-Allotment Option.
The Reporting Person acquired 13,021,671 shares of Class C common stock pursuant to a Subscription Agreement with the Issuer in connection with the recapitalization of Greenlane Holdings, LLC and the Issuer's corporate restructuring and IPO. Three shares of the Issuer's Class C common stock were issued for each Common Unit held by the Reporting Person.
Represents Common Units of Greenlane Holdings, LLC. The Common Units were acquired pursuant to a reclassification and reorganization of Greenlane Holdings, LLC in connection with the IPO. Three shares of the Issuer's Class C common stock were issued for each Common Unit held by each of the Reporting Person and Jacoby.
Pursuant to the Third Amended and Restated Operating Agreement of Greenlane Holdings, LLC, the Common Units are redeemable on a one-for-one basis for shares of Class A common stock of the Issuer, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. Upon any redemption of Common Units, three shares of Class C common stock are automatically forfeited and cancelled for each Common Unit so redeemed.
The Common Units have no expiration date.