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^*

Allen George

(Last)

(First)

(Middle)

C/O LOWELL FARMS INC.

19 QUAIL RUN CIRCLE, SUITE B

(Street)

SALINAS

93907

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lowell Farms Inc. [ LOWLF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2022

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

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

	Form filed by One Reporting Person
X	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)

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)
Convertible Debenture of Indus Holding Company	$0.2	09/30/2022		J			4,143,296	07/01/2020	10/13/2023	Subordinate Voting Shares⁽¹⁾⁽²⁾	20,716,480	⁽³⁾	393,135	I	See footnote⁽⁴⁾
Warrants (right to buy)	$0.28	09/30/2022		J			20,716,480	07/01/2020	10/13/2023	Subordinate Voting Shares	20,716,480	⁽³⁾	1,965,675	I	See footnote⁽⁴⁾
Convertible Debenture of Indus Holding Company	$0.2							07/01/2020	10/13/2023	Subordinate Voting Shares⁽¹⁾⁽²⁾	1,465,748		1,465,748	I	See footnote⁽⁵⁾
Warrants (right to buy)	$0.28							07/01/2020	10/13/2023	Subordinate Voting Shares	7,328,738		7,328,738	I	See footnote⁽⁵⁾
Convertible Debenture of Indus Holding Company	$0.2							07/01/2020	10/13/2023	Subordinate Voting Shares⁽¹⁾⁽²⁾	160,013		160,013	I	See footnote⁽⁶⁾
Warrants (right to buy)	$0.28							07/01/2020	10/13/2023	Subordinate Voting Shares	800,063		800,063	I	See footnote⁽⁶⁾

1. Name and Address of Reporting Person^*

Allen George

(Last)

(First)

(Middle)

C/O LOWELL FARMS INC.

19 QUAIL RUN CIRCLE, SUITE B

(Street)

SALINAS

93907

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Geronimo Capital LLC

(Last)

(First)

(Middle)

C/O LOWELL FARMS INC.

19 QUAIL RUN CIRCLE, SUITE B

(Street)

SALINAS

93907

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The principal amount of each convertible debenture is convertible into Class C Common Shares of Indus Holding Company ("Class C Common Shares") at $0.20 per share. Class C Common Shares may be redeemed at the option of the holder for Subordinate Voting Shares of the issuer on a one-for-one basis in accordance with the certificate of incorporation of Indus Holding Company. Class C Common Shares may be redeemed at any time and have no expiration date.

2. Interest accrues on the convertible debentures and is payable quarterly in arrears; any accrued and unpaid interest at the time of conversion of a convertible debenture is convertible into additional Class C Common Shares at $0.20 per share. Accrued interest is not included in the underlying share numbers.

3. The transfers constituted the redemption of membership interests in Geronimo Fund. The value of the consideration for the transferred derivative securities is deemed to be the value of such redeemed membership interests.

4. Geronimo Fund is the record holder of the convertible debenture and warrants. Mr. Allen disclaims beneficial ownership of the convertible debenture and warrants held by Geronimo Fund except to the extent of his pecuniary interest therein. Geronimo Capital disclaims beneficial ownership of the convertible debenture and warrants held by Geronimo Fund.

5. Geronimo Capital is the record holder of the convertible debenture and warrants.

6. CVOF Manager is the record holder of the convertible debenture and warrants. Mr. Allen disclaims beneficial ownership of the convertible debenture and warrants held by CVOF Manager except to the extent of his pecuniary interest therein. Geronimo Capital disclaims beneficial ownership of the convertible debenture and warrants held by CVOF Manager.

Remarks:

This Form 4 is filed on behalf of George Michael Harden Allen and Geronimo Capital LLC ("Geronimo Capital"). Mr. Allen is the sole member of Geronimo Capital and the sole manager of Geronimo CVOF Manager, LLC ("CVOF Manager"). CVOF Manager is the sole manager of Geronimo Central Valley Opportunity Fund, LLC ("Geronimo Fund"). This Form 4 reports a change in indirect interest of the reporting persons in securities held by the Geronimo Fund.

	/s/ George Allen	10/04/2022
	/s/ George Allen, as Sole Member of Geronimo Capital LLC	10/04/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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