Sec Form 5 Filing - Cohen Shai Marco @ CANNAPOWDER, INC. - 2019-12-31

FORM 5 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 Cohen Shai Marco 2. Issuer Name and Ticker or Trading Symbol CANNAPOWDER, INC. [ CAPD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman of the Board (Last) (First) (Middle) BEN GURIUN ST #1, B.S.R TOWER 2 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) BNEI BREAK, L35120149 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 Stock 11/26/2019 11/26/2019 S 250,000 D $ 0.71 0 I By F1 One of a Kind Investment, LLC ( 1 ) Common Stock 11/26/2019 11/26/2019 P 404,167 A $ 0.3 5,404,167 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 11/26/2019 11/26/2019 P 821,199 A $ 0.4239 6,225,366 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 11/26/2019 11/26/2019 P 831,800 A $ 0.4938 7,057,166 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 11/26/2019 11/26/2019 P 166,667 A $ 0.5 7,223,833 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 11/26/2019 11/26/2019 P 488,000 A $ 0.85 7,711,833 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 11/26/2019 11/26/2019 P 125,000 A $ 0.9 7,836,833 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 11/26/2019 11/26/2019 P 83,333 A $ 1.2 7,920,166 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 11/26/2019 11/26/2019 P 104,166 A $ 1.35 8,024,332 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 11/26/2019 11/26/2019 P 76,667 A $ 1.8 8,100,999 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 11/26/2019 11/26/2019 P 250,000 A $ 2.1 8,350,999 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 12/30/2019 12/30/2019 P 137,500 A $ 0.4856 8,788,499 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 12/30/2019 12/30/2019 P 300,000 A $ 0.5 8,788,499 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 12/30/2019 12/30/2019 P 149,576 A $ 0.6686 8,938,075 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 12/30/2019 12/30/2019 P 858,833 A $ 0.85 9,796,908 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 12/30/2019 12/30/2019 P 694,221 A $ 1.1588 10,491,129 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 12/30/2019 12/30/2019 P 143,500 A $ 1.8 10,634,629 ( 3 ) I By MNSCO, LLC ( 2 ) Common Stock 12/30/2019 12/30/2019 P 23,333 A $ 2.1429 10,657,961 ( 3 ) I By MNSCO, LLC ( 2 )

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 Class F Common Stock Warrants (right to buy) $ 3 11/01/2018 11/01/2018 J( 4 ) V 100,000 11/01/2018 11/01/2023 Common Stock 100,000 $ 0 250,000 D Class G Common Stock Warrants (right to buy) $ 5 11/01/2018 11/01/2018 J( 4 ) V 200,000 11/01/2018 11/01/2023 Common Stock 200,000 $ 0 300,000 D Class H Common Stock Warrants (right to buy) $ 1 11/01/2018 11/01/2018 J( 4 ) V 100,000 11/01/2018 11/01/2023 Common Stock 100,000 $ 0 250,000 D Class E Common Stock Warrants (right to buy) $ 0.01 11/01/2018 11/01/2018 J( 4 )( 5 ) V 100,000 11/01/2018 11/01/2022 Common Stock 100,000 $ 0 150,000 D Class E Common Stock Warrants (right to buy) $ 0.01 01/31/2019 01/31/2019 J( 4 )( 5 ) V 50,000 01/31/2019 01/31/2023 Common Stock 50,000 $ 0 150,000 D Class F Common Stock Warrants (right to buy) $ 3 05/01/2019 05/01/2019 J( 6 ) V 150,000 05/01/2019 05/01/2022 Common Stock 150,000 $ 0 250,000 D Class G Common Stock Warrants (right to buy) $ 5 05/01/2019 05/01/2019 J( 6 ) V 100,000 05/01/2019 05/01/2024 Common Stock 100,000 $ 0 300,000 D Class H Common Stock Warrants (right to buy) $ 1 05/01/2019 05/01/2019 J( 6 ) V 150,000 05/01/2019 05/01/2024 Common Stock 150,000 $ 0 250,000 D Class I Common Stock Warrants (right to buy) $ 0.01 05/01/2019 05/01/2019 J( 7 ) V 250,000 05/01/2019 05/01/2021 Common Stock 250,000 $ 0 250,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen Shai Marco BEN GURIUN ST #1, B.S.R TOWER 2 BNEI BREAK, L35120149 X X CEO and Chairman of the Board Signatures /s/ Shai Cohen 04/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were held directly by F1 One of a Kind Investment, LLC ("F1 One of a Kind"), in which Mr. Cohen beneficially owned 20% interest, and were sold to MNSCO. Mr. Cohen disclaims beneficial ownership of the shares owned by F1 One except to the extent of 20% pecuniary interest he previously had therein. ( 2 )These shares are held directly by MNSCO, LLC ("MNSCO"). Mr. Cohen beneficially owns 49.9% in MNSCO, is the sole manager of MNSCO, has sole voting power over the shares held by MNSCO, and may be deemed to beneficially own the shares held by MNSCO. Mr. Cohen disclaims beneficial ownership of the shares owned by MNSCO except to the extent of his 49.9% pecuniary interest therein. ( 3 )The reported shares were acquired by MNSCO during the 2019 fiscal year end of the issuer in a series of privately negotiated transactions from various sellers, including F1 One of a Kind. ( 4 )These warrants were issued to Mr. Cohen before he became a reporting person. ( 5 )As of As of January 7, 2020, Mr. Cohen exercised these warrants via a cashless exercise. The exercise of these warrants is disclosed in a separate form 4 of the reporting person. ( 6 )These warrants were issued to Mr. Cohen in connection with the Service Agreement. Pursuant to the terms and subject to the conditions of the Service Agreement, these warrants vest in twelve (12) equal quarterly installments (the first installment occurred on June 30, 2019), provided that Mr. Cohen continues to provide services to the issuer as its Chief Executive Officer and the Chairman of the Board of Directors on each such vesting date. ( 7 )These warrants were issued to Mr. Cohen in connection with and pursuant to the terms of the Service Agreement and are fully vested as of the date of the issuance. As of January 7, 2020, Mr. Cohen exercised these warrants via a cashless exercise. The exercise of these warrants is disclosed in a separate form 4 of the reporting person.

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).

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