Sec Form 4 Filing - Allen George @ Lowell Farms Inc. - 2022-01-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Allen George
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)
(Last) (First) (Middle)
C/O LOWELL FARMS INC., 19 QUAIL RUN CIRCLE, SUITE B
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2022
(Street)
SALINAS, CA93907
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Debenture of Indus Holding Company $ 0.2 01/01/2022 J 5,933,824 07/01/2020 10/13/2023 Subordinate Voting Shares( 1 )( 2 ) 29,669,118 ( 3 ) 4,536,431 I See Footnote( 4 )
Warrants (rights to buy) $ 0.28 01/01/2022 J 29,669,118 07/01/2020 10/13/2023 Subordinate Voting Shares 29,669,118 ( 3 ) 22,682,155 I See Footnote( 4 )
Convertible Debenture of Indus Holding Company $ 0.2 01/22/2022 J 704,887 07/01/2020 10/13/2023 Subordinate Voting Shares( 1 )( 2 ) 3,524,435 ( 5 ) 1,465,748 I See Footnote( 6 )
Warrants (rights to buy) $ 0.28 01/22/2022 J 3,524,435 07/01/2020 10/13/2023 Subordinate Voting Shares 3,524,435 ( 5 ) 7,328,738 I See Footnote( 6 )
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( 7 )
Warrants (rights to buy) $ 0.28 07/01/2020 10/13/2023 Subordinate Voting Shares 800,063 800,063 I See Footnote( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Allen George
C/O LOWELL FARMS INC.
19 QUAIL RUN CIRCLE, SUITE B
SALINAS, CA93907
X X
Geronimo Capital LLC
C/O LOWELL FARMS INC.
19 QUAIL RUN CIRCLE, SUITE B
SALINAS, CA93907
X X
Signatures
/s/ George Allen 04/12/2022
Signature of Reporting Person Date
/s/ George Allen, as Sole Member of Geronimo Capital LLC 04/12/2022
Signature of Reporting Person Date
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 )The transfer constituted a redemption of the membership interest of Geronimo Capital in Geronimo Fund. The value of the consideration for the transferred derivative securities is deemed to be the value of such redeemed membership interest.
( 6 )Geronimo Capital is the record holder of the convertible debenture and warrants.
( 7 )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.

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