Sec Form 4 Filing - Imbimbo Dallas @ KushCo Holdings, Inc. - 2020-06-17

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
Imbimbo Dallas
2. Issuer Name and Ticker or Trading Symbol
KushCo Holdings, Inc. [ KSHB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O KUSHCO HOLDINGS, INC., 6261 KATELLA AVENUE, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
06/17/2020
(Street)
CYPRESS, CA90630
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
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
Option to Purchase $ 2.39 08/28/2020 D 120,000 ( 1 ) 11/13/2027 Common Stock 120,000 ( 2 ) 0 D
Option to Purchase $ 5.33 08/28/2020 D 145,000 ( 3 ) 08/31/2028 Common Stock 145,000 ( 4 ) 0 D
Option to Purchase $ 0.68 08/28/2020 D 12,500 ( 5 ) 05/03/2030 Common Stock 12,500 ( 6 ) 0 D
Option to Purchase $ 0.58 08/28/2020 A 80,000 ( 1 ) 11/13/2027 Common Stock 80,000 ( 2 ) 80,000 D
Option to Purchase $ 0.58 08/28/2020 A 82,858 ( 3 ) 08/31/2028 Common Stock 82,858 ( 4 ) 82,858 D
Option to Purchase $ 0.58 08/28/2020 A 12,500 ( 5 ) 05/03/2030 Common Stock 12,500 ( 6 ) 12,500 D
Option to Purchase $ 0.68 06/17/2020 A 12,500 ( 7 ) 05/03/2030 Common Stock 12,500 $ 0 12,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Imbimbo Dallas
C/O KUSHCO HOLDINGS, INC.
6261 KATELLA AVENUE, SUITE 250
CYPRESS, CA90630
X
Signatures
/s/ Dallas Imbimbo 09/01/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )One hundred percent of the shares underlying the option shall be deemed to be fully vested on November 14, 2019.
( 2 )On August 28, 2020, the issuer canceled, pursuant to the issuer's option exchange program, an option for 120,000 shares of KSHB common stock granted to the reporting person on November 14, 2017. In exchange, the reporting person received a replacement option, for 80,000 shares, having an exercise price of $0.58 a share.
( 3 )Fifty percent of the shares underlying the option shall be deemed to be vested on the one-year anniversary of September 1, 2018, with the remainder vesting in equal monthly installments over 12 months.
( 4 )On August 28, 2020, the issuer canceled, pursuant to the issuer's option exchange program, an option for 145,000 shares of KSHB common stock granted to the reporting person on September 1, 2018. In exchange, the reporting person received a replacement option, for 82,858 shares, having an exercise price of $0.58 a share.
( 5 )One hundred percent of the shares underlying the option shall be deemed to be fully vested on May 31, 2020.
( 6 )On August 28, 2020, the issuer canceled, pursuant to the issuer's option exchange program, an option for 12,500 shares of KSHB common stock granted to the reporting person on May 4, 2020. In exchange, the reporting person received a replacement option, for 12,500 shares, having an exercise price of $0.58 a share.
( 7 )The shares underlying the option shall vest in equal installments on June 30, 2020, July 31, 2020, and August 31, 2020.

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