Sec Form 4 Filing - SOL Global Investments Corp. @ JONES SODA CO - 2022-03-04

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
SOL Global Investments Corp.
2. Issuer Name and Ticker or Trading Symbol
JONES SODA CO [ JSDA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
100 KING STREET WEST, SUITE 5600
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2022
(Street)
TORONTO, A6M5X 1C9
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Common Shares 03/04/2022 S( 1 ) 200,000 D $ 0.588( 2 ) 16,740,850 I SOL Verano Blocker 1 LLC( 3 )
Common Shares 03/18/2022 P 5,000 A $ 0.555( 4 ) 16,745,850 I Held by SOL Verano Blocker 1 LLC( 3 )
Common Shares 03/22/2022 P 12,000 A $ 0.552( 5 ) 16,757,850 I Held by SOL Verano Blocker 1 LLC( 3 )
Common Shares 03/22/2022 P 12,000 A $ 0.55 16,769,850 I Held by SOL Verano Blocker 1 LLC( 3 )
Common Shares 03/24/2022 P 25,000 A $ 0.557( 6 ) 16,794,850 I Held by SOL Verano Blocker 1 LLC( 3 )
Common Shares 03/25/2022 P 25,000 A $ 0.56( 7 ) 16,819,850 I Held by SOL Verano Blocker 1 LLC( 3 )
Common Shares 03/31/2022 S( 8 ) 1,000,000 D $ 0.521( 9 ) 15,819,850 I SOL Verano Blocker 1 LLC( 3 )
Common Shares 04/22/2022 P 41,000 A $ 0.35( 10 ) 15,860,850 I SOL Verano Blocker 1 LLC( 3 )
Common Shares 04/22/2022 P 40,000 A $ 0.34( 11 ) 15,900,850 I SOL Verano Blocker 1 LLC( 3 )
Common Shares 04/22/2022 P 114,185 A $ 0.319 16,015,035 I SOL Verano Blocker 1 LLC( 3 )
Common Shares 281,345 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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SOL Global Investments Corp.
100 KING STREET WEST
SUITE 5600
TORONTO, A6M5X 1C9
X
Signatures
/s/ Andrew DeFrancesco 05/27/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person's sale of the Issuer's common stock reported herein was matchable under Section 16(b) of the Securities and Exchange Act of 1934, to the extent of 200,000 shares, with the reporting person's purchase of 114,185 shares at $0.319 on April 22, 2022, 40,000 shares at $0.34 on April 22, 2022, 41,000 shares at $0.35 on April 22, 2022, and 4,815 shares at $0.495 on January 28, 2022. The reporting person has agreed to pay to the Issuer $71,997.49, representing the total amount of the profit realized in connection with the short-swing transactions that occurred between March 4, 2022, and April 22, 2022, inclusive, less transaction costs.
( 2 )The reported sale price was converted from Canadian sale price of C$0.75 using an exchange rate of C$1.2750 = US$1.00.
( 3 )SOL Verano Blocker 1 LLC is a wholly-owned subsidiary of the reporting person.
( 4 )The reported purchase price was converted from Canadian purchase price of C$0.70 using an exchange rate of C$1.2617 = US$1.00.
( 5 )The reported purchase price was converted from Canadian purchase price of C$0.695 using an exchange rate of C$1.2588 = US$1.00.
( 6 )The reported purchase price was converted from Canadian purchase price of C$0.699 using an exchange rate of C$1.2545 = US$1.00.
( 7 )The reported purchase price was converted from Canadian purchase price of C$0.70 using an exchange rate of C$1.2502 = US$1.00.
( 8 )The reporting person's sale of the Issuer's common stock reported herein was matchable under Section 16(b) of the Securities and Exchange Act of 1934, to the extent of 1,000,000 shares, with the reporting person's purchase of 31,185 shares at $0.495 on January 28, 2022, and 968,815 shares at $0.50 on February 9, 2022. The reporting person has agreed to pay to the Issuer $71,997.49 representing the total amount of the profit realized in connection with the short-swing transactions that occurred between March 4, 2022, and April 22, 2022, inclusive, less transaction costs.
( 9 )The reported sale price was converted from the Canadian sale price of C$0.65 using an exchange rate of C$1.2470 = US$1.00.
( 10 )The reported purchase price was converted from the Canadian purchase price of C$0.44 using an exchange rate of C$1.2702 = US$1.00.
( 11 )The reported purchase price was converted from the Canadian purchase price of C$0.429 using an exchange rate of C$1.2702 = US$1.00.

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