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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Shure Brian

(Last) (First) (Middle)
C/O LOWELL FARMS INC.
19 QUAIL RUN CIRCLE, SUITE B

(Street)
SALINAS CA 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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2023
4. 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 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)
Code V Amount (A) or (D) Price
Subordinate Voting Shares 10/05/2023 A(1) 92,740 A $0(1) 122,740(2) I See footnote(3)
Subordinate Voting Shares 10/05/2023 A(1) 675,454 A $0(1) 863,654(2) I See footnote(4)
Subordinate Voting Shares 10/05/2023 A(1) 154,566 A $0(1) 236,966(2) I See footnote(5)
Subordinate Voting Shares 18,480(2) I See footnote(6)
Subordinate Voting Shares 8,478(2) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Debenture of Indus Holding Company $0.2313 10/05/2023 D(1) 2,161,695 08/15/2022 10/13/2023 Subordinate Voting Shares(7)(8) 216,170 (1) 0 I See footnote(5)
Warrants (right to buy) $0.2613 10/05/2023 D(1) 2,161,695 08/15/2022 02/19/2026 Subordinate Voting Shares 216,170 (1) 0 I See footnote(5)
Warrants (right to buy Class D Common Shares of Indus) $0.2613 10/05/2023 D(1) 3,242,542 08/15/2022 02/19/2026 Subordinate Voting Shares 324,254 (1) 0 I See footnote(5)
Convertible Debenture of Indus Holding Company $0.2313 10/05/2023 D(1) 5,188,067 08/15/2022 10/13/2023 Subordinate Voting Shares(7)(8) 518,807 (1) 0 I See footnote(4)
Warrants (right to buy) $0.2613 10/05/2023 D(1) 5,188,067 08/15/2022 02/19/2026 Subordinate Voting Shares 518,807 (1) 0 I See footnote(4)
Warrants (right to buy Class D Common Shares of Indus) $0.2613 10/05/2023 D(1) 7,782,101 08/15/2022 02/19/2026 Subordinate Voting Shares 778,210 (1) 0 I See footnote(4)
Convertible Debenture of Indus Holding Company $0.2313 10/05/2023 D(1) 1,297,017 08/15/2022 10/13/2023 Subordinate Voting Shares(7)(8) 129,702 (1) 0 I See footnote(3)
Warrants (right to buy) $0.2613 10/05/2023 D(1) 1,297,017 08/15/2022 02/19/2026 Subordinate Voting Shares 129,702 (1) 0 I See footnote(3)
Warrants (right to buy Class D Common Shares of Indus) $0.2613 10/05/2023 D(1) 1,945,525 08/15/2022 02/19/2026 Subordinate Voting Shares 194,553 (1) 0 I See footnote(3)
Convertible Debenture of Indus Holding Company $0.2 10/05/2023 D(1) 4,925,000 07/01/2020 10/13/2023 Subordinate Voting Shares(9)(10) 492,500 (1) 0 I See footnote(4)
Warrants (right to buy) $0.28 10/05/2023 D(1) 4,925,000 07/01/2020 10/13/2023 Subordinate Voting Shares 492,500 (1) 0 I See footnote(4)
Explanation of Responses:
1. On October 5, 2023, Lowell Farms Inc. (the "Company"), repurchased all of the aggregate principal amount of outstanding Secured Convertible Debentures ("Debentures") of its subsidiary, Indus Holding Company ("Indus"), together with the related warrants to purchase Subordinate Voting Shares of the Company (the "Company Warrants") and common shares of Indus (the "Indus Warrants," together with the Company Warrants, the "Warrants"). The reporting person, as a holder of Debentures, received, in exchange for the Debentures and Warrants, a pro rata share of (i) membership interests in LF Brandco LLC and (ii) Subordinate Voting Shares of the Company.
2. On August 31, 2023, the Company executed a one-for-ten reverse stock split of its issued and outstanding Subordinate Voting Shares (the "Reverse Stock Split") resulting in the appropriate reduction in the reporting person's ownership of shares of Subordinate Voting Shares. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the next higher whole number if the fraction is equal to or greater than one-half and rounded down to the next lower whole number if the fraction is less than one-half.
3. Held by the Brian K. Shure Charitable Lead Annuity Trust, of which the reporting person is the trustee and of which the reporting person's three children are the beneficiaries.
4. Held by Ambrose Capital Holdings, LP. Mr. Shure is the President of Ambrose Capital Partners, LLC, which is the general partner of Ambrose Capital Holdings, LP. Mr. Shure disclaims beneficial ownership of the securities held by Ambrose Capital Holdings, LP except to the extent of his pecuniary interest therein.
5. Held by AMTG Holdings, LLLP. Mr. Shure is the President of AMTG Management, Inc., which is the general partner of AMTG Holdings, LLLP. Mr. Shure disclaims beneficial ownership of the securities held by AMTG Holdings, LLLP except to the extent of his pecuniary interest therein.
6. Held by HSK Holdings, LLC. Mr. Shure is the Managing Member of HSK Holdings, LLC. Mr. Shure disclaims beneficial ownership of the securities held by HSK Holdings, LLC except to the extent of his pecuniary interest therein.
7. The principal amount of each convertible debenture is convertible into Class C Common Shares of Indus Holding Company ("Class C Common Shares") at $0.2313 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.
8. 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 $0.2313 per share. Accrued interest is not included in the underlying share numbers.
9. The principal amount of each convertible debenture was 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.
10. 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.
/s/ Brian Shure 10/26/2023
** 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 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).
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