SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Raines William F III (Last) (First) (Middle) C/O 4521 SHARON RD SUITE 450 (Street) CHARLOTTE NC 28211 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/22/2019	3. Issuer Name and Ticker or Trading Symbol Level Brands, Inc. [ LEVB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
common stock	1,342	D
common stock	92,582	I	see footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
contract right	(2)	(2)	common stock	855,000	$0	I	see footnote(2)

Explanation of Responses:

1. The number of shares of the Issuer's common stock beneficially owned by the Reporting Person represents hares held of record by Board Investor Group II, LLC. Mr. Raines, in his position as Chief Executive Officer of Board Investor Group II, LLC, has voting and dispositive control over securities held by Board Investor Group II, LLC. Mr. Raines disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

2. On December 20, 2018, in connection with the closing of an Agreement and Plan of Merger dated December 3, 2018, Board Investor Group III, LLC ("BIG III") received rights to receive 855,000 shares of the Issuer's common stock following the approval by the Issuer's shareholders for the possible issuance of in excess of 19.99% of its presently outstanding common stock in accordance with the rules of the NYSE American, LLC. The Reporting Person serves as Chief Executive Officer of BIG III and as such holds voting and dispositive control over securities held of record by BIG III. Mr. Raines, who is not a member of BIG III, disclaims beneficial ownership of the securities held of record by BIG III except to the extent of future pecuniary interest therein.

	/s/ William F. Raines III	04/22/2019
	** 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 5 (b)(v).
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