Statement of Changes in Beneficial Ownership (4)
December 23 2019 - 5:07PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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
*
MTech Sponsor LLC |
2. Issuer Name and Ticker or Trading Symbol
Akerna Corp.
[
KERN*
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
10124 FOXHURST COURT |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/19/2019 |
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(Street)
ORLANDO, FL 32836
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/19/2019 | | D(1) | | 775565 | D | (1) | 805565 | D (1) | |
| Common Stock | 12/23/2019 | | D(1) | | 805565 | D | (1) | 0 | D (1) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Warrants | $11.5 | 12/19/2019 (1) | | D | | 121875 | | 7/17/2019 | 6/17/2024 | Common Stock | 121875 | $11.5 | 121875 | D (1) | |
| Warrants | $11.5 | 12/23/2019 (1) | | D | | 121875 | | 7/17/2019 | 6/17/2024 | Common Stock | 121875 | $11.5 | 0 | D (1) | |
| Explanation of Responses: |
| (1) | Represents the distribution of all shares of common stock and warrants to purchase shares of common stock of the Company held by MTech Sponsor LLC (the "Sponsor") to its underlying members. SS FL LLC and Game Boy Partners, LLC are the managing members of the Sponsor and had voting and investment discretion with respect to the common stock held of record by the Sponsor prior to the distribution to its members. Mr. Steven Van Dyke is the managing member of SS FL LLC, one of the managing members of the MTech Sponsor LLC. Mr. Drew Effron is the managing member of Game Boy Partners, LLC, the other managing member of the MTech Sponsor LLC, and jointly with Mr. Van Dyke, had the voting and dispositive power of the securities held by the Sponsor prior to distribution to its members. Accordingly, Mr. Van Dyke and Mr. Effron may be deemed to have or share beneficial ownership of such shares. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MTech Sponsor LLC
10124 FOXHURST COURT
ORLANDO, FL 32836 |
| X |
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SS FL LLC
10124 FOXHURST COURT
ORLANDO, FL 32836 |
| X |
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Game Boy Partners LLC
660 MADISON AVE
NEW YORK, NY 10065 |
| X |
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VAN DYKE STEVEN A
10124 FOXHURST COURT
ORLANDO, FL 32836 |
| X |
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Effron Drew
660 MADISON AVE
NEW YORK, NY 10065 |
| X |
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Signatures
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| /s/ Steven Van Dyke, as managing member of SS FL LLC, a managing member of MTech Sponsor LLC | | 12/23/2019 |
| **Signature of Reporting Person | Date |
| /s/ Drew Effron, as managing member of Game Boy Partners, LLC, a managing member of MTech Sponsor LLC | | 12/23/2019 |
| **Signature of Reporting Person | Date |
| /s/ Drew Effron, an authorized signatory of MTech Sponsor LLC | | 12/23/2019 |
| **Signature of Reporting Person | Date |
| /s/ Drew Effron | | 12/23/2019 |
| **Signature of Reporting Person | Date |
| /s/ Steven Van Dyke | | 12/23/2019 |
| **Signature of Reporting Person | Date |
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