Sec Form 4 Filing - Coffman Raymond Scott @ cbdMD, Inc. - 2020-01-14

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 Coffman Raymond Scott 2. Issuer Name and Ticker or Trading Symbol cbdMD, Inc. [ YCBD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CO-CEO (Last) (First) (Middle) C/O 8845 RED OAK BLVD 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2020 (Street) CHARLOTTE, NC28217 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 01/14/2020 P 125,000 A $ 1 12,559,000 I ( 1 ) 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 Coffman Raymond Scott C/O 8845 RED OAK BLVD CHARLOTTE, NC28217 X X CO-CEO Signatures /s/ R. Scott Coffman by Power of Attorney 01/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of shares acquired by Mr. Coffman as reported in this Form 4 were purchased by him individually. The number of shares of common stock beneficially owned by Mr. Coffman after giving effect to this acquisition includes (i) 125,000 shares held by him directly, (ii) 3,684,000 shares held by Edge of Business, LLC ("Edge"), and (iii) 8,750,000 shares held by CBD Holding, LLC ("CBDH"), of which unrestricted voting rights to 2,187,500 shares vested on December 20, 2019. The unrestricted voting rights to the remaining 6,562,500 shares of common stock held by CBDH vest as follows: (i) 2,187,500 shares will vest on December 20, 2020; (ii) an additional 2,187,500 shares will vest on June 30, 2022; and (iii) the remaining 2,187,500 shares will vest on December 20, 2023. The independent chairman of the Audit Committee of the Issuer's Board of Directors holds voting rights over the remaining 6,562,500 shares for which unrestricted voting rights have yet to vest 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. Mr. R. Scott Coffman holds voting and dispositive control over securities held of record by Edge. Mr. Coffman disclaims beneficial ownership of the securities held of record by Edge except to the extent of his pecuniary interest therein. Mr. Coffman holds voting and dispositive control over securities held of record by CBDH except to the extent limited by the Proxy Agreement. Mr. Coffman disclaims beneficial ownership of the securities held of record by CBDH except to the extent of his 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).

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