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