SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kovacevich Nicholas

(Last)

(First)

(Middle)

C/O KUSHCO HOLDINGS, INC., 6261

KATELLA AVENUE, SUITE 250

(Street)

CYPRESS,

90630

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KushCo Holdings, Inc. [ KSHB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/31/2021		D		5,282,533	D	⁽¹⁾	0	D
Common Stock	08/31/2021		D		4,000,000	D	⁽²⁾	0	I	by TRUST⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase	$1.33	08/31/2021		D			83,333	⁽⁴⁾	03/20/2031	Common Stock	83,333	⁽⁴⁾	0	D
Option to Purchase	$0.63	08/31/2021		D			500,000	⁽⁵⁾	04/22/2030	Common Stock	500,000	⁽⁵⁾	0	D
Option to Purchase	$0.63	08/31/2021		D			30,000	⁽⁶⁾	04/22/2030	Common Stock	30,000	⁽⁶⁾	0	D
Option to Purchase	$0.63	08/31/2021		D			75,000	⁽⁷⁾	04/22/2030	Common Stock	75,000	⁽⁷⁾	0	D
Option to Purchase	$0.63	08/31/2021		D			265,000	⁽⁸⁾	04/22/2030	Common Stock	265,000	⁽⁸⁾	0	D
Option to Purchase	$0.58	08/31/2021		D			100,000	⁽⁹⁾	10/21/2028	Common Stock	100,000	⁽⁹⁾	0	D
Option to Purchase	$0.79	08/31/2021		D			97,761	⁽¹⁰⁾	08/29/2031	Common Stock	97,761	⁽¹⁰⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and Greenlane Holdings, Inc. in exchange for 1,593,211 shares of Greenlane Holdings, Inc. common stock having a market value of $2.61 per share on the effective date of the merger. This number includes 100,582 restricted stock units that accelerated and vested in full prior to the merger.

2. Disposed of pursuant to merger agreement between issuer and Greenlane Holdings, Inc. in exchange for 1,206,400 shares of Greenlane Holdings, Inc. common stock having a market value of $2.61 per share on the effective date of the merger.

3. These shares were held in trusts for the benefit of the Reporting Person and the Reporting Person's spouse. The Reporting Person had investment control over the shares held by such trusts.

4. This option, which was fully vested, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 25,133 shares of Greenlane Holdings, Inc. common stock for $4.41 per share.

5. This option, which was fully vested, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 150,800 shares of Greenlane Holdings, Inc. common stock for $2.09 per share.

6. This option, which vested in full in connection with the merger, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 9,048 shares of Greenlane Holdings, Inc. common stock for $2.09 per share.

7. This option, which vested in full in connection with the merger, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 22,620 shares of Greenlane Holdings, Inc. common stock for $2.09 per share.

8. This option, which vested in full in connection with the merger, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 79,924 shares of Greenlane Holdings, Inc. common stock for $2.09 per share.

9. This option, which was fully vested, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 30,160 shares of Greenlane Holdings, Inc. common stock for $1.93 per share.

10. This option, which was fully vested, was assumed by Greenlane Holdings, Inc. in the merger and replaced with an option to purchase 29,484 shares of Greenlane Holdings, Inc. common stock for $2.62 per share.

	/s/ Stephen Christoffersen, as attorney-in-fact	09/01/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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