Sec Form 4 Filing - Christoffersen Stephen @ KushCo Holdings, Inc. - 2020-10-20

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 Christoffersen Stephen 2. Issuer Name and Ticker or Trading Symbol KushCo Holdings, Inc. [ KSHB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 6261 KATELLA AVE # 250 3. Date of Earliest Transaction (MM/DD/YY) 10/20/2020 (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 Common Stock 10/20/2020 A 41,406 A ( 1 ) $ 0 244,385 D Common Stock 01/14/2021 A 40,000 A ( 2 ) $ 0 284,385 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 Option to Purchase $ 0.625 01/14/2021 A 83,500 ( 3 ) 04/23/2030 Common Stock 83,500 $ 0 83,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Christoffersen Stephen 6261 KATELLA AVE # 250 CYPRESS, CA90630 Chief Financial Officer Signatures /s/Stephen Christoffersen 01/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 20, 2020, the reporting person received a service-based grant of restricted stock units that will vest on August 31, 2021. All restricted stock units shall settle in shares of common stock. ( 2 )On April 24, 2020, the reporting person was granted a performance restricted stock unit award. The award vests over a two-year period, based on the Issuer's satisfaction of certain predetermined performance goals for the period ending August 31, 2021. The performance criteria were met for the fiscal year ended August 31, 2020, resulting in the issuance of 40,000 shares to the reporting person. ( 3 )On April 24, 2020, the reporting person was granted an option to purchase shares of common stock. The option vests over a one-year period based on the Issuer's satisfaction of certain predetermined performance goals for the fiscal year ending August 31, 2020. The performance criteria for the fiscal year ended August 31, 2020 were met, resulting in the vesting of the option as to 83,500 shares.

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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