Sec Form 4 Filing - Sumichrast Martin A. @ cbdMD, Inc. - 2020-02-26

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 Sumichrast Martin A. 2. Issuer Name and Ticker or Trading Symbol cbdMD, Inc. [ YCBD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 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) 02/26/2020 (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 02/26/2020 J( 1 ) 787,500 A 1,183,100 I See Footnotes ( 2 ) ( 4 ) Common Stock 02/27/2020 J( 3 ) 461,501 A 1,644,601 I See Footnotes ( 2 ) ( 4 )

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 Earnout Rights ( 3 ) ( 5 ) 02/26/2020 J( 3 ) 910,999 ( 3 ) ( 3 ) Common Stock 910,999 ( 3 ) 910,999 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sumichrast Martin A. C/O 8845 RED OAK BLVD CHARLOTTE, NC28217 X CO-CEO Signatures /s/ Martin A. Sumichrast by Power of Attorney 02/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated December 3, 2018 by and between the Issuer, its wholly owned subsidiaries, and Cure Based Development, LLC which closed on December 20, 2018 (the "Closing Date"), an aggregate of 8,750,000 shares of the Issuer's common stock (the "Second Tranche Shares") were issued to CBD Holding, LLC ("CBDH") in April 2019 as partial consideration under the terms of the Merger Agreement. On February 26, 2020 in connection with its dissolution and liquidation and pursuant to the terms of a Distribution Agreement (the "CBDH Distribution Agreement"), CBDH distributed the Second Tranche Shares to its members on a pro rata basis. Represents the pro rata number of Second Tranche Shares distributed to the Reporting Person by CBDH. ( 2 )Under the terms of the Merger Agreement the Second Tranche Shares were subject to a Voting Proxy Agreement pending the vesting of unrestricted voting rights, of which unrestricted voting rights to an aggregate of 2,187,500 shares vested on December 20, 2019. Pursuant to the Voting Proxy Agreement, the voting rights to the shares of the Issuer's common stock for which unrestricted voting rights have not yet vested are held by the independent chairman of the Audit Committee of the Issuer's board of directors who will vote such shares on any matter brought before the Issuer's shareholders in accordance with the recommendation of its board of directors. On February 26, 2020, in connection with the CBDH Distribution Agreement, the CBDH members including the Reporting Person entered into similar Voting Proxy Agreements with the Issuer. The Reporting Person holds unrestricted voting rights to 196,875 Second Tranche Shares, and the remaining 590,625 Second Tranche Shares distributed to the Reporting Person are subject to the Voting Proxy Agreement, with unrestricted voting rights thereto vesting in equal thirds on December 20, 2020, June 20, 2022 and December 20, 2023. ( 3 )Pursuant to the terms of the Merger Agreement, CBDH was also entitled to receive (the "Earnout Rights") up to 15,250,000 additional shares of the Issuer's common stock (the "Earnout Shares") as part of the merger consideration upon the satisfaction of certain aggregate net revenue criteria within 60 months following the Closing Date, as measured at four intervals from the Closing Date of 12 calendar months (the "First Marking Period"), 24 calendar months (the "Second Marking Period"), 42 calendar months (the "Third Marking Period"), and 59 calendar months (the "Fourth Marking Period"). Pursuant to the terms of the CBDH Distribution Agreement, CBDH distributed the Earnout Rights to its members on a pro rata basis. On February 27, 2020 in accordance with the terms of the Merger Agreement the Issuer determined that the net revenue criteria for the First Marking Period had been achieved and an aggregate of 5,127,792 Earnout Shares were to be issued (the "First Marking Period Earnout Shares"). After giving effect to the First Marking Period Earnout Shares, Earnout Rights to an aggregate of 10,122,208 Earnout Shares (the "Remaining Earnout Rights") remain under the terms of the Merger Agreement. Represents the pro rata number of the First Marking Period Earnout Shares issued to the Reporting Person. ( 4 )Includes securities held of record by SFTI, LLC, an entity over which the Reporting Person has voting and dispositive control, and a family trust. The Reporting Person disclaims beneficial ownership of securities held of record by SFTI, LLC and the family trust except to the extent of his pecuniary interest therein. ( 5 )Represents the pro rata number of Remaining Earnout Rights distributed to the Reporting Person pursuant to the terms of the CBDH Distribution Agreement.

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