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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/02/2022 |
3. Issuer Name and Ticker or Trading Symbol
Charlotte's Web Holdings, Inc. [ CWBHF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 01/04/2022 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 Shares | 58,254(1) | D | |
Common Shares | 2,075,798 | I | By CK&J Irrevocable Trust(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Stock Option (right to buy) | (3) | 03/26/2031 | Common Shares | 35,386 | $4.7 | D | |
Stock Option (right to buy) | (4) | 03/26/2030 | Common Shares | 52,608 | $4.78 | D | |
Restricted Share Award | (5) | (5) | Common Shares | 25,931 | (6) | D | |
Restricted Share Award | (7) | (7) | Common Shares | 9,563 | (6) | D |
Explanation of Responses: |
1. Correction to initial statement of direct holdings. |
2. As Trustee of the CK&J Irrevocable Trust (the "Trust"). The reporting person and members of his immediate family are among the beneficiaries. The reporting person disclaims beneficial ownership of the Common Shares held by the Trust except to the extent of his pecuniary interest. |
3. The option agreement provides that the option becomes exercisable in 4 equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on 3/26/2021. |
4. The option agreement provides that the option becomes exercisable in 4 equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on 3/26/2020. |
5. The restricted share award agreement provides that the restricted share award vests in 4 equal annual installments beginning on the first anniversary of the restricted share award's grant date. The restricted share award was granted on 3/26/2021. |
6. Each restricted share award represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc. |
7. The restricted share award agreement provides that the restricted share award vests in 4 equal annual installments beginning on the first anniversary of the restricted share award's grant date. The restricted share award was granted on 3/26/2020 |
Remarks: |
Exhibit List Exhibit 24 - Power of Attorney |
/s/ Stephen D. Rogers, Attorney-in-Fact for Jared Stanley | 07/28/2022 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |