Sec Form 4 Filing - Cohen Shai Marco @ CANNAPOWDER, INC. - 2020-01-07

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 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) 01/07/2020 (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 01/07/2020 01/07/2020 M( 1 ) 400,000 A $ 0.01 400,000 D Common Stock 01/07/2020 01/07/2020 F( 2 ) 396,000 D $ 1 396,000 D Common Stock 01/08/2020 01/08/2020 P 246,875 A $ 0.6076 10,904,837 I ( 3 ) By MNSCO, LLC Common Stock 01/08/2020 01/08/2020 P 41,650 A $ 1.8007 10,946,487 I ( 3 ) By MNSCO, LLC Common Stock 01/08/2020 01/08/2020 P 28,000 A $ 0.85 10,974,487 I ( 3 ) By MNSCO, LLC

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 E Common Stock Warrants (right to buy $ 0.01 01/07/2020 M( 1 ) 100,000 11/01/2018 11/01/2022 Common stock 100,000 $ 0 0 D Class E Common Stock Warrants (right to buy) $ 0.01 01/07/2020 M( 1 ) 50,000 01/31/2019 01/31/2022 Common Stock 50,000 $ 0 0 D Class I Common Stock Warrants (right to buy) $ 0.01 01/07/2020 M( 1 ) 250,000 05/01/2019 05/01/2021 Common Stock 250,000 $ 0 0 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 )On January 7, 2020, Mr. Cohen exercised, via a cashless exercise, Series E warrants to acquire 150,000 shares of common stock of the issuer and Series I warrants to acquire 250,000 shares of common stock of the issuer, at the exercise price of $0.01 per share. ( 2 )In connection with the cashless exercise of Series E warrants and Series I warrants by Mr. Cohen, the issuer withheld 4,000 shares of its common stock to satisfy the exercise price, and issued to Mr. Cohen the remaining 396,000 shares. The volume weighted average price of the common stock was $1.00. ( 3 )The reported shares are held directly by MNSCO, LLC ("MNSCO"), a limited liability company, 50.1% of which is beneficially owned by Matthew Bronfman (through BA LLC, an entity wholly owned by Mr. Bronfman), and 49.9% of which is beneficially owned by Shai Cohen. Each of MNSCO and Mr. Cohen is the reporting person herein. Mr. Cohen is the sole manager of MNSCO, has voting and dispositive power of 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.

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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