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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants | $ 11.5 | 06/17/2019(3) | A | 243,750 | 07/17/2019 | 06/17/2024 | Common Stock | 243,750 | $ 11.5 | 243,750 | D (4) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MTech Sponsor LLC 10124 FOXHURST COURT ORLANDO, FL 32836 |
X | |||
SS FL LLC 10124 FOXHURST COURT ORLANDO, FL 32836 |
X | |||
Game Boy Partners LLC 660 MADISON AVE NEW YORK, NY 10065 |
X | |||
Sozio Scott 10124 FOXHURST COURT ORLANDO, FL 32836 |
X | |||
VAN DYKE STEVEN A 10124 FOXHURST COURT ORLANDO, FL 32836 |
X | |||
Effron Drew 660 MADISON AVE NEW YORK, NY 10065 |
X |
/s/ Scott Sozio, as managing member of SS FL LLC, a managing member of MTech Sponsor LLC | 06/19/2019 | |
**Signature of Reporting Person | Date | |
/s/ Drew Effron, as managing member of Game Boy Partners, LLC, a managing member of MTech Sponsor LLC | 06/19/2019 | |
**Signature of Reporting Person | Date | |
/s/ Scott Sozio, an authorized signatory of MTech Sponsor LLC | 06/19/2019 | |
**Signature of Reporting Person | Date | |
/s/ Scott Sozio | 06/19/2019 | |
**Signature of Reporting Person | Date | |
/s/ Drew Effron | 06/19/2019 | |
**Signature of Reporting Person | Date | |
/s/ Steven Van Dyke | 06/19/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Received in exchange for an aggregate of 1,681,250 shares of MTech common stock in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among MTech Acquisition Corp. ("MTech"), MTech Acquisition Holdings Inc. (which subsequently filed an Amended and Restated Certificate of Incorporation to change the company's name to Akerna Corp.), MTech Purchaser Merger Sub Inc., MTech Company Merger Sub LLC, MTech Sponsor LLC, MJ Freeway LLC ("MJF") and Jessica Billingsley (as successor to Harold Handelsman), dated as of October 10, 2018, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 17, 2019. These shares remain subject to the terms of that certain unit subscription agreement. The acquisition of these securities by the reporting persons was approved pursuant to Rule 16b-3(d)(1). |
(2) | Represents shares transferred to certain investors in a private financing consummated concurrently with the closing of the Merger Agreement. |
(3) | Received in exchanged for 243,750 warrants of MTech pursuant to the Merger Agreement. |
(4) | SS FL LLC and Game Boy Partners, LLC are the managing members of MTech Sponsor LLC and have voting and investment discretion with respect to the common stock held of record by MTech Sponsor LLC. SS FL LLC and Game Boy Partners, LLC may be deemed to have shared beneficial ownership of the common stock held directly by MTech Sponsor LLC. Mr. Sozio is a Director of Akerna and Mr. Sozio and Mr. Van Dyke are the managing members of SS FL LLC, one of the managing members of the Sponsor. |
(5) | Mr. Drew Effron is the managing member of Game Boy Partners, LLC, the other managing member of the Sponsor, and jointly with Mr. Sozio and Mr. Van Dyke has the voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Sozio, Mr. Van Dyke and Mr. Effron may be deemed to have or share beneficial ownership of such shares. Each such person or entity disclaims beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest. |
Remarks: *On June 17, 2019, Akerna Corp. ("Akerna") became the successor to MTech Acquisition Corp. ("MTech") pursuant to a merger. The merger resulted in Akerna becoming a parent holding company of MTech. |