Sec Form 4 Filing - SIEGEL SEYMOUR @ Level Brands, Inc. - 2019-04-22

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 SIEGEL SEYMOUR 2. Issuer Name and Ticker or Trading Symbol Level Brands, Inc. [ LEVB] 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 4521 SHARON ROAD, SUITE 450 3. Date of Earliest Transaction (MM/DD/YY) 04/22/2019 (Street) CHARLOTTE, NC28211 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 04/22/2019 C 8,750,000 A $ 0 8,750,000 I See Footnote ( 1 )

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 SIEGEL SEYMOUR C/O 4521 SHARON ROAD, SUITE 450 CHARLOTTE, NC28211 X Signatures /s/ Mark S. Elliott, Attorney-in-Fact 04/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of shares acquired represents shares issued to CBD Holding, LLC ("CBDH") under contract rights previously received on December 20, 2018 in connection with the closing of an Agreement and Plan of Merger dated December 3, 2018 following the approval by the Issuer's shareholders for the possible issuance of in excess of 19.99% of its presently outstanding common stock in accordance with the rules of the NYSE American, LLC, as disclosed in the Form 3 filed by R. Scott Coffman on December 28, 2018 and the Form 4 filed by Mr. Coffman on April 22, 2019. The unrestricted voting rights to these shares vests as follows: (i) 2,187,500 shares will vest on December 20, 2019; (ii) an additional 2,187,500 shares will vest on December 20, 2020; (iii) an additional 2,187,500 shares will vest on June 20, 2022; and (iv) the remaining 2,187,500 shares will vest on December 20, 2023. Until the unrestricted voting rights vest with CBDH, the independent chairman of the Audit Committee of the Issuer's Board of Directors (the "Proxyholder") holds voting rights over these shares under the terms of a Voting Proxy Agreement dated December 20, 2018 (the "Proxy Agreement"), and will vote such shares on any matter brought before the Issuer's shareholders in accordance with the recommendation of the Issuer's Board of Directors. The Reporting Person presently serves as the Proxyholder. The Reporting Person disclaims beneficial ownership of the securities held of record by CBDH.

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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