0000899243-22-036930.txt : 20221123 0000899243-22-036930.hdr.sgml : 20221123 20221123162954 ACCESSION NUMBER: 0000899243-22-036930 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221114 FILED AS OF DATE: 20221123 DATE AS OF CHANGE: 20221123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: British American Tobacco p.l.c. CENTRAL INDEX KEY: 0001303523 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56364 FILM NUMBER: 221416701 BUSINESS ADDRESS: STREET 1: GLOBE HOUSE STREET 2: 4 TEMPLE PLACE CITY: LONDON STATE: X0 ZIP: WC2R 2PG BUSINESS PHONE: 44-207-845-2000 MAIL ADDRESS: STREET 1: GLOBE HOUSE STREET 2: 4 TEMPLE PLACE CITY: LONDON STATE: X0 ZIP: WC2R 2PG REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BT DE Investments Inc. CENTRAL INDEX KEY: 0001848200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56364 FILM NUMBER: 221416702 BUSINESS ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 111 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: (302) 656-1950 MAIL ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 111 CITY: WILMINGTON STATE: DE ZIP: 19803 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Charlotte's Web Holdings, Inc. CENTRAL INDEX KEY: 0001750155 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 981508633 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 700 TECH COURT CITY: LOUISVILLE STATE: CO ZIP: 80027 BUSINESS PHONE: 1-720-617-7303 MAIL ADDRESS: STREET 1: 700 TECH COURT CITY: LOUISVILLE STATE: CO ZIP: 80027 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-11-14 0 0001750155 Charlotte's Web Holdings, Inc. CWBHF 0001848200 BT DE Investments Inc. GLOBE HOUSE, 4 TEMPLE PLACE LONDON X0 WC2R 2PG UNITED KINGDOM 0 0 1 0 0001303523 British American Tobacco p.l.c. GLOBE HOUSE, 4 TEMPLE PLACE LONDON X0 WC2R 2PG UNITED KINGDOM 0 0 1 0 Convertible Debenture 2022-11-14 Common Shares 37670540 D The Convertible Debenture (the "Debenture") was subscribed for and purchased by BT DE Investments Inc. ("BT DE") from the Issuer on November 14, 2022. The Debenture is convertible at any time, and from time to time, up to and including the earlier of (i) November 13, 2029 and (ii) the business day prior to any redemption of the Debenture in accordance with its terms. The calculation of the number of common shares ("Shares") of the Issuer issuable to BT DE upon full conversion of the Debenture is based on the principal amount of C$75,341,080 and a conversion price of C$2.00 per share, subject to adjustment in accordance with the terms of the Debenture, and does not include accrued and unpaid interest which may be payable in Shares at the maturity date or date of earlier conversion of the Debenture. BT DE is a wholly owned subsidiary of BATUS Holdings Inc., which is a wholly owned subsidiary of Louisville Securities Limited, which is a wholly owned subsidiary of British-American Tobacco (Holdings) Limited, which is a wholly owned subsidiary of B.A.T. Industries p.l.c., which is a wholly owned subsidiary of Weston (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2012) Limited, which is a wholly owned subsidiary of British American Tobacco (1998) Limited, which is a wholly owned subsidiary of British American Tobacco p.l.c. ("BAT"). BAT and the aforementioned wholly owned subsidiaries of BAT are collectively referred to herein as the "BAT Entities." (Continued from Footnote 2) The BAT Entities may be deemed to beneficially own the securities held by BT DE by virtue of their indirect ownership of BT DE as described herein. The BAT Entities disclaim such beneficial ownership except to the extent of their pecuniary interest therein. BT DE Investments Inc. /s/ Matthew R. Triplett 2022-11-23 British American Tobacco p.l.c. /s/ Paul McCrory 2022-11-23